Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | SG BLOCKS, INC. | |
Entity Central Index Key | 0001023994 | |
Trading Symbol | SGBX | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | FL | |
Entity Address, Address Line One | 5011 Gate Parkway, | |
Entity Address, Address Line Two | Building 100, Suite 100 | |
Entity Address, City or Town | Jacksonville | |
Entity Address, Postal Zip Code | 32256 | |
City Area Code | (646) | |
Local Phone Number | 240-4235 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity File Number | 001-38037 | |
Entity Tax Identification Number | 95-4463937 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 12,050,206 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,118,169 | $ 13,024,381 |
Escrow - bond | 2,000,000 | |
Accounts receivable, net | 1,713,473 | 2,917,646 |
Contract assets | 41,916 | |
Held for sale assets | 4,453,714 | |
Inventories | 894,962 | 1,273,825 |
Prepaid expenses and other current assets | 692,124 | 656,279 |
Total current assets | 11,872,442 | 17,914,047 |
Property, plant and equipment, net | 4,881,249 | 6,839,943 |
Project development costs and other non-current assets | 887,738 | 923,172 |
Goodwill | 1,309,330 | 1,309,330 |
Right-of-use asset | 2,655,242 | 1,210,053 |
Long-term note receivable | 848,185 | 720,137 |
Intangible assets, net | 1,972,645 | 2,095,232 |
Deferred contract costs, net | 81,570 | 112,159 |
Investment in non-marketable securities | 700,000 | 200,000 |
Investment in and advances to equity affiliates | 3,748,515 | 3,599,945 |
Total Assets | 28,956,916 | 34,924,018 |
Current liabilities: | ||
Accounts payable and accrued expenses | 3,493,944 | 7,568,851 |
Contract liabilities | 1,274,418 | 1,437,579 |
Lease liability, current maturities | 474,375 | 337,469 |
Due to affiliates | 264,451 | |
Assumed liability | 5,795 | 5,795 |
Short term note payable, net | 2,500,000 | 1,971,960 |
Total current liabilities | 7,748,532 | 11,586,105 |
Long-term note payable | 750,000 | 750,000 |
Lease liability, net of current maturities | 2,195,438 | 872,124 |
Total liabilities | 10,693,970 | 13,208,229 |
Stockholders’ equity: | ||
Preferred stock, $1.00 par value, 5,405,010 shares authorized; none issued or outstanding | ||
Common stock, $0.01 par value, 25,000,000 shares authorized; 12,050,206 issued and 12,027,091 outstanding as of September 30, 2022 and 11,986,873 issued and outstanding as of December 31, 2021 | 120,502 | 119,869 |
Additional paid-in capital | 55,255,628 | 53,341,405 |
Treasury stock, at cost - 23,115 shares | 49,680 | |
Accumulated deficit | (37,695,340) | (33,109,220) |
Total SG Blocks, Inc. stockholders’ equity | 17,631,110 | 20,352,054 |
Non-controlling interest | 631,836 | 1,363,735 |
Total stockholders' equity | 18,262,946 | 21,715,789 |
Total Liabilities and Stockholders’ Equity | $ 28,956,916 | $ 34,924,018 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 5,405,010 | 5,405,010 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 12,050,206 | 11,986,873 |
Common stock, shares outstanding | 12,027,091 | 11,986,873 |
Treasury Stock, Shares | 23,115 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Revenue | $ 4,130,257 | $ 8,847,490 | $ 20,289,826 | $ 29,889,104 |
Cost of revenue: | ||||
Cost of revenue | 4,295,431 | 9,454,311 | 17,196,605 | 27,797,993 |
Gross profit (loss) | (165,174) | (606,821) | 3,093,221 | 2,091,111 |
Operating expenses: | ||||
Payroll and related expenses | 1,294,857 | 1,066,486 | 3,650,553 | 2,665,097 |
General and administrative expenses | 939,044 | 975,761 | 2,515,877 | 3,006,561 |
Marketing and business development expense | 103,111 | 54,857 | 337,941 | 197,922 |
Pre-project expenses | 22,683 | 33,663 | ||
Total | 2,337,012 | 2,119,787 | 6,504,371 | 5,903,243 |
Operating loss | (2,502,186) | (2,726,608) | (3,411,150) | (3,812,132) |
Other income (expense): | ||||
Loss on asset disposal | (34,182) | (34,182) | ||
Interest expense | (52,758) | (293) | (174,733) | (985) |
Interest income | 9,756 | 9,973 | 33,518 | 41,240 |
Other income (expense) | (2,963) | 453 | 488,346 | 61,477 |
Total | (45,965) | (24,049) | 347,131 | 67,550 |
Loss before income taxes | (2,548,151) | (2,750,657) | (3,064,019) | (3,744,582) |
Income tax expense | ||||
Net loss | (2,548,151) | (2,750,657) | (3,064,019) | (3,744,582) |
Add: net income (loss) attributable to noncontrolling interests | (94,568) | 1,080,248 | 1,522,101 | 3,661,459 |
Net loss attributable to common stockholders of SG Blocks, Inc. | $ (2,453,583) | $ (3,830,905) | $ (4,586,120) | $ (7,406,041) |
Net loss per share attributable to SG Blocks, Inc. | ||||
Basic and diluted | $ (0.18) | $ (0.43) | $ (0.35) | $ (0.84) |
Weighted average shares outstanding: | ||||
Basic and diluted | 13,459,713 | 8,822,489 | 13,228,828 | 8,796,890 |
Construction services | ||||
Revenue: | ||||
Revenue | $ 2,685,920 | $ 612,052 | $ 8,567,568 | $ 5,814,205 |
Cost of revenue: | ||||
Cost of revenue | 2,688,450 | 3,132,625 | 8,631,031 | 10,421,435 |
Engineering services | ||||
Revenue: | ||||
Revenue | 6,599 | 70,814 | 81,305 | 168,822 |
Cost of revenue: | ||||
Cost of revenue | 5,001 | 6,588 | 58,893 | 48,555 |
Medical revenue | ||||
Revenue: | ||||
Revenue | 1,437,738 | 8,164,624 | 11,640,953 | 23,906,077 |
Cost of revenue: | ||||
Cost of revenue | $ 1,601,980 | $ 6,315,098 | $ 8,506,681 | $ 17,328,003 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Total | $0.01 Par Value Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | SG Blocks Stockholders' Equity | Noncontrolling interests |
Beginning Balance at Dec. 31, 2020 | $ 18,437,823 | $ 85,962 | $ 40,443,840 | $ (22,276,546) | $ 18,253,256 | $ 184,567 | |
Beginning Balance, Shares at Dec. 31, 2020 | 8,596,189 | ||||||
Stock-based compensation | 778,657 | 778,657 | 778,657 | ||||
Conversion of warrants to common stock | 707,188 | $ 2,263 | 704,925 | 707,188 | |||
Conversion of warrants to common stock, Shares | 226,300 | ||||||
Noncontrolling interest distribution | (3,059,134) | (3,059,134) | |||||
Net income (loss) | (3,744,582) | (7,406,041) | (7,406,041) | 3,661,459 | |||
Ending Balance at Sep. 30, 2021 | 13,119,952 | $ 88,225 | 41,927,422 | (29,682,587) | 12,333,060 | 786,892 | |
Ending Balance, Shares at Sep. 30, 2021 | 8,822,489 | ||||||
Beginning Balance at Jun. 30, 2021 | 16,840,723 | $ 88,225 | 41,681,186 | (25,851,682) | 15,917,729 | 922,994 | |
Beginning Balance, Shares at Jun. 30, 2021 | 8,822,489 | ||||||
Stock-based compensation | 246,236 | 246,236 | 246,236 | ||||
Noncontrolling interest distribution | (1,216,350) | (1,216,350) | |||||
Net income (loss) | (2,750,657) | (3,830,905) | (3,830,905) | 1,080,248 | |||
Ending Balance at Sep. 30, 2021 | 13,119,952 | $ 88,225 | 41,927,422 | (29,682,587) | 12,333,060 | 786,892 | |
Ending Balance, Shares at Sep. 30, 2021 | 8,822,489 | ||||||
Beginning Balance at Dec. 31, 2021 | 21,715,789 | $ 119,869 | 53,341,405 | (33,109,220) | 20,352,054 | 1,363,735 | |
Beginning Balance, Shares at Dec. 31, 2021 | 11,986,873 | ||||||
Stock-based compensation | 1,914,856 | $ 200 | 1,914,656 | 1,914,856 | |||
Stock-based compensation, Shares | 20,000 | ||||||
Issuance of restricted stock units | $ 433 | (433) | |||||
Issuance of restricted stock units, Shares | 43,333 | ||||||
Noncontrolling interest distribution | (2,254,000) | (2,254,000) | |||||
Repurchase of common stock | (49,680) | (49,680) | (49,680) | ||||
Repurchase of common stock, Shares | (23,115) | ||||||
Net income (loss) | (3,064,019) | (4,586,120) | (4,586,120) | 1,522,101 | |||
Ending Balance at Sep. 30, 2022 | 18,262,946 | $ 120,502 | 55,255,628 | (49,680) | (37,695,340) | 17,631,110 | 631,836 |
Ending Balance, Shares at Sep. 30, 2022 | 12,027,091 | ||||||
Beginning Balance at Jun. 30, 2022 | 20,364,083 | $ 120,502 | 54,660,934 | (35,241,757) | 19,539,679 | 824,404 | |
Beginning Balance, Shares at Jun. 30, 2022 | 12,050,206 | ||||||
Stock-based compensation | 594,694 | 594,694 | 594,694 | ||||
Noncontrolling interest distribution | (98,000) | (98,000) | |||||
Repurchase of common stock | (49,680) | (49,680) | (49,680) | ||||
Repurchase of common stock, Shares | (23,115) | ||||||
Net income (loss) | (2,548,151) | (2,453,583) | (2,453,583) | (94,568) | |||
Ending Balance at Sep. 30, 2022 | $ 18,262,946 | $ 120,502 | $ 55,255,628 | $ (49,680) | $ (37,695,340) | $ 17,631,110 | $ 631,836 |
Ending Balance, Shares at Sep. 30, 2022 | 12,027,091 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (3,064,019) | $ (3,744,582) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 317,249 | 294,860 |
Amortization of intangible assets | 122,587 | 124,053 |
Amortization of deferred license costs | 30,589 | 30,589 |
Amortization of debt issuance costs | 23,726 | |
Bad debt expense | 7,024 | 161,202 |
Interest income on long-term note receivable | (28,048) | (28,048) |
Stock-based compensation | 1,874,857 | 778,657 |
Loss on asset disposal | 241 | 34,182 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,197,149 | (1,092,210) |
Escrow - bond | (2,000,000) | |
Contract assets | 41,916 | 818,514 |
Inventories | 378,863 | (11,937) |
Prepaid expenses and other current assets | (35,845) | (235,202) |
Right of use asset | 356,350 | 390,581 |
Accounts payable and accrued expenses | (4,006,868) | 3,173,788 |
Contract liabilities | (163,161) | (598,560) |
Due to affiliates | (264,451) | (738,451) |
Lease liability | (341,319) | (389,853) |
Net cash used in operating activities | (5,553,160) | (1,032,417) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (1,996,200) | (4,806,294) |
Purchase of intangible asset | (42,500) | |
Proceeds from sale of equipment | 760 | 225,000 |
Repayment of promissory note | (100,000) | |
Payment on assumed liability of acquired assets | (194,969) | |
Project development costs and other non-current assets | (805,362) | |
Investment in and advances to equity affiliates | (148,570) | (3,464,762) |
Investment in non-marketable securities | (500,000) | |
Net cash used in investing activities | (3,549,372) | (8,283,525) |
Cash flows from financing activities: | ||
Proceeds from conversion of warrants to common stock | 707,188 | |
Repurchase of common stock | (49,680) | |
Proceeds from short-term note payable | 500,000 | 1,948,234 |
Distribution paid to non-controlling interest | (2,254,000) | (3,059,134) |
Net cash used in financing activities | (1,803,680) | (403,712) |
Net decrease in cash and cash equivalents | (10,906,212) | (9,719,654) |
Cash and cash equivalents - beginning of period | 13,024,381 | 13,010,356 |
Cash and cash equivalents - end of period | 2,118,169 | 3,290,702 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Initial value of lease liability | $ 1,801,584 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business SG Blocks, Inc. (collectively with its subsidiaries, the “Company,” “we”, “us” or “our”) was previously known as CDSI Holdings, Inc., a Delaware corporation incorporated on December 29, 1993. On November 4, 2011, CDSI Merger Sub, Inc., the Company’s wholly-owned subsidiary, was merged with and into SG Building Blocks, Inc. (“SG Building,” formerly SG Blocks Inc.) (the “Merger”), with SG Building surviving the Merger and becoming a wholly-owned subsidiary of the Company. The Merger was a reverse merger that was accounted for as a recapitalization of SG Building, as SG Building was the accounting acquirer. Accordingly, the historical financial statements presented are the financial statements of SG Building. The Company operates in the following four segments: (i) manufacturing; (ii) medical; (ii) real estate development; and (iv) environmental. The building products developed with the Company's proprietary technology and design and engineering expertise are generally stronger, more durable, environmentally sensitive, and erected in less time than traditional construction methods. The use of the SGBlocks building structure typically provides between four to six points towards the Leadership in Energy and Environmental Design (“LEED”) certification levels, including reduced site disturbance, resource reuse, recycled content, innovation in design and use of local and regional materials. Due to the ability of SGBlocks to satisfy such requirements, the Company believes the products produced utilizing its technology and expertise is a leader in environmentally sustainable construction. There are three core product offerings that utilize the Company's The Company also provides engineering and project management services related to the use and modification of Modules in construction. During 2020, the Company formed, SG Echo, LLC, a wholly owned subsidiary of the Company. SG Echo, LLC was formed to complete the business acquisition. The Company acquired substantially all the assets of Echo DCL, a Texas limited liability company, except for Echo's real estate holdings for which the Company obtained a right of first refusal. Echo is a container/modular manufacturer based in Durant, Oklahoma specializing in the design and construction of permanent modular and temporary modular buildings and was one of the Company's key supply chain partners. Echo caters to the military, education, administration facilities, healthcare, government, commercial and residential customers. This acquisition has allowed the Company to expand its reach for the Modules and offer an opportunity to vertically integrate a large portion of the Company's cost of goods sold, as well as increase margins, productivity and efficiency in the areas of design, estimating, manufacturing and delivery and to become the manufacturer of the Company's core container and modular product offerings. T he Company also entered into a joint venture with Clarity Lab Solutions LLC., to provide clinical lab testing related to COVID- 19 As of January 2021 through the fourth quarter of 2021, the Company’s consolidated financial statements include the accounts of Chicago Airport Testing LLC (“CAT”). The Company had a variable interest in CAT as described further below. CAT is in the business of marketing, selling, distributing, leasing and otherwise commercially exploiting certain products and services in the COVID-19 testing and other medical industry. In addition, during 2021, the Company formed SGB Development Corp. (“SG DevCorp”), which is wholly-owned by the Company. SG DevCorp was formed with the purpose of real property development utilizing the Company's technologies. SG DevCorp has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC as described further below. Reverse Stock Split On February 5, 2020, the Company effected a 1-for-20 As of September 30, 2022, the Compa ny had share common stock issued and 12,027,091 shares of common stock outstanding |
Liquidity
Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Liquidity [Abstract] | |
Liquidity | 2. Liquidity As of September 30, 2022, the Company had cash and cash equivalents of $2,118,169 and a backlog of $2,585,012. See Note 11 discussion of constructi 2022 Within 1 year $ 2,585,012 Total Backlog $ 2,585,012 The Company has incurred losses since its inception and has negative operating cash flows. Management has taken several actions to ensure that the Company will continue as a going concern. As described below, the Company has in the past been able to raise substantial cash through equity offerings. In addition, as further described in these consolidated financial statements, the Company has begun to recognize revenue from new revenue streams. Management believes that these actions will enable the Company to continue as a going concern. The Company completed a public and concurrent private offering in October 2021, which resulted in net proceeds of approximately $10,488,000. See Note 12 The Company believes that it has adequate cash balances to meet obligations coming due in the next twelve The Company does not have any additional sources secured for future funding, and if it is unable to raise the necessary capital at the times it requires such funding, it may need to materially change its business plan, including delaying implementation of aspects of such business plan or curtailing or abandoning such business plan altogether. With the global spread of the ongoing novel coronavirus ("COVID-19") pandemic during 2020, The Company has been impacted by COVID-19 with supply chain distributions, absenteeism by infected workers and skilled labor shortages which has caused delays in projects and the Company could be further impacted if the COVID-19 pandemic continues. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of presentation and principals of consolidation – The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to the Current Report on Form 10-Q and Article 8 Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The condensed financial statements and notes should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2021 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on April 18, 2022. In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included. Results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. Recently adopted accounting pronouncements - New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate. Accounting estimates Operating cycle – The length of the Company’s contracts varies, but is typically between six twelve twelve one year Reclassification – Certain prior year balances were reclassified to conform to current period presentation. Revenue recognition – The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following steps in accordance with its revenue policy: ( 1 Identify the contract with a customer ( 2 Identify the performance obligations in the contract ( 3 Determine the transaction price ( 4 Allocate the transaction price to performance obligations in the contract ( 5 Recognize revenue as performance obligations are satisfied On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time. On October 3, 2019, the Company entered into an Exclusive License Agreement (“ELA” ) pursuant to which it granted an exclusive license for its technology as outlined in the ELA. The ELA is described below. Under the ELA, the Company was to receive royalty payments based upon gross revenues earned by the licensee for commercialized products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Company has determined that the ELA granted the licensee a right to access the Company’s intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognized revenue and the Company has the right to payment of royalties. On June 15, 2021, the Company terminated the ELA that was executed on October 3, 2019. CMC Right of First Refusal Agreement – Agreement CMC Under the Agreement, the Company had a right of first refusal with respect to being engaged as a designer and builder of any real estate projects for which CMC has secured the rights to develop and in which CMC has a greater than fifty percent (50%) interest in the owner or developer entity and has the right to select the builder for such real estate project (the “ROFR Rights”). In exchange for such ROFR Rights, the Company agreed to issue to CMC 2,500 shares of restricted stock of the Company’s common stock, of which 1,250 shares vested on March 31, 2021 and the remaining 1,250 shares was to vest and be issued on September 30, 2021 the event that the Agreement was earlier terminated, CMC was entitled to receive the entire amount of such restricted stock that had vested as of such earlier termination date, but in no event less than 1,250 shares of such restricted stock. The Agreement also provided for customary indemnification and confidentiality obligations between the parties. The 2,500 shares of restricted stock of the Company's common stock has yet to be issued to CMC. The Agreement also provided that CMC had engaged the Company to build and design, in the aggregate, approximately 100 1100 The Company is no longer participating on Ridge Avenue as CMC has decided to proceed with this project as a traditional construction build. The Company previously reported this as a cancellation within the Company's backlog footnote, see Note 11 The Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”) in the fourth quarter of 2020 . Revenue from the activities of the JV is related to clinical testing services and is recognized when services have been rendered, which is at a point in time. Included in the consideration the Company expected to be entitled to receive, the Company estimates its contractual allowances, payer denials and price concessions. In addition, the Company formed Chicago Airport Testing, LLC which collected rental revenue from subleasing to a consortium of government entities assisting in COVID-19 testing. to activities through these two joint ventures, which is included in medical revenue on the accompanying consolidated statements of operations. Disaggregation of Revenues The Company’s revenues are principally derived from construction and engineering contracts related to Modules, and medical revenue derived from lab testing and test kit sales The Company's contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were Revenue recognized at a point in time and recognized over time were $ 23,906,077 and $5,983,027, respectively, for the nine months ending September 30, 2021 . Revenue recognized at a point in time and recognized over time were $ 1,437,738 and $ 2,692,519 , respectively, for the three months ending September 30, 2022 . Revenue recognized at a point in time and recognized over time were 8,164,624 and $ 682,866 , respectively, for the three months ending September 30, 2021 . The following tables provide further disaggregation of the Company’s Three Months Ended September 30, Revenue by Customer Type 2022 2021 Construction and Engineering Services: Government $ — — % $ 74,052 1 % Hotel 1,224,181 30 % 217,474 2 % Medical - C onstruction — — % (35,021 ) — % Multi-Family (includes Single Family) — — % 79,721 1 % Office 1,468,338 35 % 151,453 2 % Retail — — % 42,345 — % Special Use — — % 152,842 2 % Subtotal 2,692,519 65 % 682,866 8 % Medical Revenue: Medical (lab testing, kit sales and equipment) 1,437,738 35 % 8,164,624 92 % Total revenue by customer type $ 4,130,257 100 % $ 8,847,490 100 % Nine Months Ended September 30, Revenue by Customer Type 2022 2021 Construction and Engineering Services: $ 39 — % $ 2,257,193 8 % Hotel 2,368,960 13 % 671,255 2 % Medical - C onstruction — — % 459,072 2 % Multi-Family (includes Single Family) 86,034 — % 102,069 — % Office 6,178,856 30 % 586,914 2 % Retail 5,344 — % 87,046 — % Special Use 9,640 — % 1,819,478 6 % Subtotal 8,648,873 43 % 5,983,027 20 % Medical Revenue: Medical (lab testing, kit sales and equipment) 11,640,953 57 % 23,906,077 80 % Total revenue by customer type $ 20,289,826 100 % $ 29,889,104 100 % Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the condensed consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the condensed consolidated balance sheet. A lthough Deferred Contract Costs - Prior to entering into the ELA, the Company was subject to an agreement to construct and develop a certain property (“Original Agreement”), which now is subject to the ELA. Upon entering into the ELA, the Company was no longer obliged to its Original Agreement. Upon entering the ELA, the Company had an outstanding accounts receivable balance of $306,143, which was forfeited and recognized this amount as deferred contract costs. This amount was offset by $102,217 , which was reimbursement from the licensee for project costs on this project. The Company incurred total deferred contract costs of $203,926. The Company considered this amount an incremental cost of obtaining that ELA, because the Company expects to recover those costs through future royalty payments. The Company planed to amortize the asset over sixty months , which was the initial term of the ELA because the asset relates to the services transferred to the customer during the contract term. As of . During the nine months ended September 30, 2022 and 2021, amortization expense relating to the deferred contract costs amounted to $30,589 and $30,589, respectively, and is included in general and administrative expenses on the accompanying condensed consolidated statement of operations. As previously mentioned, the ELA was terminated on June 15, 2021 but the Company expects to recover the deferred contract costs from the Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021 as described below. Exclusive License Agreement – On Oc tober 3, 2019, as amen five five In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s commercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), The ELA provided for customary indemnification obligations between the parties and further provided that the Licensee indemnify the Company for any claims arising out of the commercialization of the License by the Licensee or any of its subsidiaries, contractors, or sublicensees. On June 15, 2021, the Company terminated the ELA. In connection with the termination, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with CPF, the general partner (the “Licensee”) of CPF MF 2019-1 LLC (“CPF MF”), and Capital Plus Financial, LLC, a limited partner of the Licensee (“Capital Plus”) and an Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021, with Capital Plus and the Licensee. Pursuant to the Settlement Agreement with CPF and Capital Plus, the ELA was terminated, the Company released CPF and CPF MF for any claims in exchange for releases from CPF and Capital Plus and the Company received an assignment of right under certain circumstances to a $1.25 million redemption distribution from CPF MF under its Operating Agreement. Bu - The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 Variable Interest Entities – The Company accounts for certain legal entities as variable interest entities (“VIE"). When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated. If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change. On August 27, 2020 the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, the Company agreed to issue 200,000 restricted shares of common stock over a defined vesting period starting in December 1, 2020. The restricted shares of common stock were not issued to Clarity Labs as certain capital commitments were not met. As of December 31, 2021, $502,958 was due to Clarity Labs for expenses paid on behalf of Clarity Mobile Venture, and is included in Due to Affiliates, year ended December 31, 2021 The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its consolidated financial statements. Due to the ongoing lower affects of COVID-19 restrictions, the JV is being wound down during the fourth quarter of 2022. On January 18, 2021 the Company entered into an operating agreement to form CAT. The purpose of CAT was to market , sell, distribute, lease and otherwise commercially exploit certain products and services in the COVID- 19 The Company has determined it is the primary beneficiary of CAT and has thus consolidated the activities in its consolidated financial statements. Investment Entities – On May 31, 2021, the Company's subsidiary SG DevCorp agreed to contribute $600,000 to acquire a 50% membership interest in Norman Berry II Owner LLC. The Company contributed $350,329 and $114,433 of the initial $600,000 in the second quarter and third quarter of 2021 respectively, with the remaining $135,238 The Company will use the equity method to report the activities as an investment in its consolidated financial statements. On June 24, 2021, the Company's subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC. The Company contributed $3,000,000 for its 10% equity interest. During the nine months ended September 30, 2022, the Company contributed an additional $148,570. On February 24, 2022 the Company made a $500,000 capital investment for a 1.2% ownership in Moliving, a nomadic hospitality solution company, which included in investment in non-marketable securities on the accompanying condensed consolidated balance sheets. Cash and cash equivalents – The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less upon acquisition. Cash and cash equivalents totaled $ 2,118,169 and $ as of September 30, 2022, Short-term investment – The Company classifies investments consisting of a certificate of deposit with a maturity greater than months but less than year as short-term investment. The Company had no short-term investment as of September 30, 2022 or December 31, , respectively. Escrow - bond – Escrow – bond represents monies held by a third party surety for the performance of a project which will be remitted to the Company upon criteria as described in the underlying agreements. $2,000,000 was returned to the Company during July 2022 and the remaining amount is expected to be returned during the three months ending December 31, 2022. Accounts receivable and allowance for credit losses – Accounts receivable are receivables generated from sales to customers and progress billings on performance type contracts. Amounts included in accounts receivable are deemed to be collectible within the Company’s operating cycle. The Company recognizes accounts receivable at invoiced amounts. The allowance for credit losses reflects the Company's best estimate of expected losses inherent in the accounts receivable balances. Management provides an allowance for credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from our estimates and could be material to our consolidated financial position, results of operations, and cash flows. Inventory – Raw construction materials (primarily shipping containers and fabrication materials) are valued at the lower of cost (first-in, first-out method) or net realizable value. Finished goods and work-in-process inventories are valued at the lower of cost or net realizable value, using the specific identification method. Medical equipment and COVID- test and testing supplies are valued at the lower of cost, (first-in, first-out method) or net realizable value. As of September 30, 2022 there was inventory of for construction materials, and $ of medical equipment and COVID- test and testing supplies. As of December 31, 2021 there was inventory of $516,731 for construction materials, and $757,094 of medical equipment and COVID-19 test and testing supplies. Goodwill – The Company performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely tha n not reduce the fair value of its reporting unit below its carrying values. The Company performs a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognizes an impairment charge for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill . The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. Intangible assets – Intangible assets consist of $ 2,766,000 97,164 The amortization expense for the The amortization expense for the 39,243 41,823 For the year ending December 31,: 2022 $ 40,382 2023 161,176 2024 160,469 2025 157,052 2026 139,717 Thereafter 1,313,849 $ 1,972,645 Property, plant and equipment – Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Estimated useful lives for significant classes of assets are as follows: computer and software 3 to 5 years, furniture and other equipment 5 to 7 years, automobiles 2 to 5 years, buildings held for lease 5 to 7 years, and equipment o 29 Held For Sale Assets Convertible instruments – The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Common stock purchase warrants and other derivative financial instruments – The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if any event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement shares (physical settlement or net-cash settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required. Fair value measurements – Financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which the Company believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. Share-based payments – The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the condensed consolidated statements of operations. Other income – Included in other income for the three and nine months ended September 30, 2022 is amounts in escrow resulting from the SG Echo acquisition which were remitted to the Company. At the time of acquisition and previously, the Company did not believe such amount was recognizable. Income taxes The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Concentrations of credit risk – Financial instruments, that potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account. With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At September 30, 2022 and December 31, 2021, 83% and 78%, respectively, of the Company’s gross accounts receivable were due from two Revenue relating to three and one customers represented approximately 93% and 90% of the Company's total revenue for the three months ended September 30, 2022 and 2021 , respectively. Revenue relating to two and one customers represented approximately 88 % and 77 % of the Company's total revenue for the Cost of revenue relating to two vendors represented approximately 68 % of the Company’s total cost of revenue for the three months ended September 30, 2021. Cost of revenue relating to three nine months ended September 30, 2021. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Receivable [Abstract] | |
Accounts Receivable | 4. Accounts Receivable At September 30, 2022 and December 31, 2021 2022 2021 Billed: Construction services $ 1,986,502 $ 2,293,187 Engineering services 11,794 86,388 Medical revenue 2,675 679,446 Retainage receivable 543,416 635,049 Other receivable 132,202 186,692 Total gross receivables 2,676,589 3,880,762 Less: allowance for credit losses (963,116 ) (963,116 ) Total net receivables $ 1,713,473 $ 2,917,646 Receivables are 2021, respectively . |
Contract Assets and Contract Li
Contract Assets and Contract Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Contract Assets and Contract Liabilities [Abstract] | |
Contract Assets and Contract Liabilities | 5. Contract Assets and Contract Liabilities Costs and estimated earnings on uncompleted contracts, which represent contract assets and contract liabilities, consisted of the following at September 30, 2022 and December 31, 2021 2022 2021 Costs incurred on uncompleted contracts $ 7,072,572 $ 4,272,425 Provision for loss on uncompleted contracts 49,705 2,238,578 Estimated earnings to date on uncompleted contracts (1,015,447 ) (3,156,377 ) Gross contract assets 6,106,830 3,354,626 Less: billings to date (7,381,248 ) (4,750,289 ) Net contract liabilities on uncompleted contracts $ (1,274,418 ) $ (1,395,663 ) The above amounts are included in the accompanying condensed consolidated balance sheets under the f ollowing captions at September 30, 2022 December 31, 2021 2022 2021 Contract assets $ — $ 41,916 Contract liabilities (1,274,418 ) (1,437,579 ) Net contract liabilities $ (1,274,418 ) $ (1,395,663 ) Although management believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company peri odically evaluates and revises its estimates and makes adjustments when they are considered necessary. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, plant and equipment [Abstract] | |
Property, plant and equipment | 6. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives. At September 30, 2022 and December 31, 2021, the Company’s property, plant and equipment, net consisted of the following: 2022 2021 Computer equipment and software $ 168,619 $ 156,701 Furniture and other equipment 276,703 275,606 Leasehold improvements 17,280 15,400 Equipment and machinery 1,237,172 1,219,056 Automobiles 4,638 4,638 Building held for leases 196,416 196,416 Laboratory and temporary units 1,364,748 1,362,760 Land 893,785 3,576,130 Construction in progress 1,447,897 442,515 Property, plant and equipment 5,607,258 7,249,222 Less: accumulated depreciation (726,009 ) (409,279 ) Property, plant and equipment, net $ 4,881,249 $ 6,839,943 Depreciation expense for the three months ended September 30, 2022 and 2021 amounted to $106,271 and $96,462 respectively. Depreciation expense for the nine months ended September 30, 2022 and 2021 amounted to $ 317,249 and $ 294,860 respectively. |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Notes Receivable [Abstract] | |
Notes Receivable | 7. Notes Receivable On January 21, 2020, CPF GP 2019-1 LLC (“CPF GP”) issued to the Company a promissory note in the principal amount of $400,000 (the “Company Note”) and issued to Paul Galvin, the Company’s Chairman and CEO, a promissory note in the principal amount of $100,000 (the “Galvin Note”). The transaction closed on January 22, 2021, on which date the Company loaned CPF GP 2019-1 LLC $400,000 and Mr. Galvin personally loaned CPF GP $100,000 on behalf of the Company. five In April 2020, CPF GP issued to the Company a promissory note in the principal amount of $250,000 (the “Company Note 2”). The transaction closed on April 15, 2021, on which date the Company loaned CPF GP 2019-1 LLC $250,000. The Company Note was issued pursuant to that certain Loan Agreement and Promissory Note, dated October 3, 2019 (the “Loan Agreement 2”), as amended on October 15, 2019 and November 7, 2019 by and between the CPF GP and the Company, and bear interest at five percent (5%) per annum, payable, together with the unpaid principal amount of the promissory notes, on the earlier of the July 31, 2023 maturity date or upon the liquidation, redemption sale or issuance of a dividend upon the LLC interests in CPF MF 2019-1 LLC, a Texas limited liability company of which CPF GP is the general partner. During the nine-month period ended September 30, 2022, the Galvin Note was assigned to the Company and the principal amount of $100,000 was returned to Mr. Galvin. The Company has a promissory note in the principal amount of $100,000 (the "Company Note 3") and the assignment occurred in January 2022. The promissory notes are unaffected by the Settlement and Mutual Release Agreement and remain in effect and outstanding in accordance with the terms of the notes evidencing such loans. See Note 3 for a discussion on the Settlement and Mutual Release Agreement and termination of the ELA with CPF. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Notes Payable [Abstract] | |
Notes Payable | 8. Notes Payable On July 14, 2021, SG DevCorp, a subsidiary of the Company, issued a Real Estate Lien Note, in the principal amount of $ (the “Short-Term Note”), secured by a Deed of Trust, dated July 14, 2021 (the “Deed of Trust”), on the Company's + acre Lake Travis project site in Lago Vista, Texas and a related Assignment of Leases and Rents, dated July 8, 2021 (“Assignment of Rents”), for net loan proceeds of approximately $1,948,234 after fees. The Short-Term Note has a term of one ( ) year, provides for payments of interest only at a rate of twelve percent ( %) per annum and may be prepaid without penalty commencing nine (9) months after its issuance date. If the Short-Term Note is prepaid prior to nine (9) months after its issuance date, a % prepayment penalty is due. The Company capitalized $0 in interest charges and $0 in debt issuance costs during the three months ended September 30, 2022 related to the Lago Vista project in accordance with ASC 835-20. The Company capitalized $20,000 in interest charges and $4,134 in debt issuance costs during the nine months ended September 30, 2022 related to the Lago Vista project in accordance with ASC 835-20. The Company capitalized $112,348 in interest charges and $23,726 in debt issuance costs as of December 31, 2021 related to the Lago Vista project in accordance with ASC 835-20. On July 14, 2022, the Company entered into a renewal and extension of the Short-Term Note, with a maturity date of January 14, 2023 and all other terms remaining the same. The Company entered into a Second Real Estate Lien Note, in the principal amount of $500,000, with similar terms to the Short-Term Note (“Second Short-Term Note”). The Second Short-Term Note has a maturity date of January 14, 2023. On October 29, 2021, SG Echo, a subsidiary of the Company, entered into a Loan Agreement (“Loan Agreement”) with the Durant Industrial Authority (the “Authority”) pursuant to which it received $750,000 to be used for renovation improvements related to the Company's second manufacturing facility and issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $750,000 (the “Forgivable Note”). The Forgivable Note is due on April 29, 2029 and guaranteed by the Company, provided, if no event of default has occurred under the Forgivable Note or Loan Agreement, one-third (1/3) of the balance of the Forgivable Note will be forgiven on April 29, 2027, one-half (1/2) of the balance of the Forgivable Note will be forgiven on April 29, 2028, and the remainder of the balance of the Forgivable Note will be forgiven on April 29, 2029. The Loan Agreement includes a covenant by SG Echo to employ a minimum of 75 full-time employees in Durant Oklahoma and pay them no less than 1.5 times the federal minimum wage, and provides SG Echo 24 months to comply with the provision. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 9. Leases The Company leases an office, a manufacturing The leases have remaining lease terms ranging from one year to ten years. Supplemental balance sheet information related to leases is as follows: Balance Sheet Location September 30, 2022 Operating Leases Right-of-use assets, net $ 2,637,546 Current liabilities Lease liability, current maturities 457,804 Non-current liabilities Lease liability, net of current maturities 2,195,438 Total operating lease liabilities $ 2,653,242 Finance Leases Right-of-use assets $ 17,696 Current liabilities Lease liability, current maturities 16,571 Non-current liabilities Lease liability, net of current maturities — Total finance lease liabilities $ 16,571 Weighted Average Remaining Lease Term Operating leases 7.08 years Finance leases 0.86 years Weighted Average Discount Rate Operating leases 3% Finance leases 3% As the leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region. Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancelable leases, are as follows: Year Ending December 31: Operating Financing Total 2022 $ 135,275 $ 5,040 $ 140,315 2023 525,718 11,760 537,478 2024 523,722 — 523,722 2025 446,349 — 446,349 2026 207,379 — 207,379 Thereafter 1,119,903 — 1,119,903 Total lease payments 2,958,346 16,800 2,975,146 Less: Imputed interest 305,104 229 305,333 Present value of lease liabilities $ 2,653,242 $ 16,571 $ 2,669,813 Chicago Airport Testing has subleased its leased vacant area for a period of one year, the sublessee has the option to terminate at any time after the first six months. The sublessee elected to terminate the Agreement, effective as of July 31, 2021 and the Company has no remaining lease revenue from the sublessee. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Net Income (Loss) Per Share [Abstract] | |
Net Income (Loss) Per Share | 10. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At September 30, 2022, there were restricted stock units, options and warrants of 757,450 2,025,520 outstanding that could potentially dilute future net income per share . Because the Company had a net loss as of September 30, 2022, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, the Company has used the same number of shares outstanding to calculate both the basic and diluted loss per share. September 30, 2021 884,344, 36,436 and 126,890 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. |
Construction Backlog
Construction Backlog | 9 Months Ended |
Sep. 30, 2022 | |
Construction Backlog [Abstract] | |
Construction Backlog | 11. Construction Backlog The following represents the backlog of signed construction and engineering contracts in existence at September 30, 2022 and December 31, 2021, which represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements in effect at September 30, 2022 and December 31, 2021, respectively, on which work has not yet begun: 2022 2021 Balance - beginning of period $ 3,217,909 $ 25,117,461 New contracts and change orders during the period 8,112,884 3,191,335 Adjustments and cancellations, net (96,908 ) (18,297,197 ) Subtotal 11,233,885 10,011,599 Less: contract revenue earned during the period (8,648,873 ) (6,793,690 ) Balance - end of period $ 2,585,012 $ 3,217,909 Backlog at December 31, 2021 two contracts entered into during the third quarter of 2020 in the amount of approximately $4 million and approximately $2.95 million along with three contracts during the fourth quarter of 2020 in the amount of approximately $ million, $ million, and $ million. The Company executed one large contract in the first quarter of 2021 in the amount of approximately $1.3 million, one large contract in the third quarter of 2021 of approximately of $0.87 million and had one large partial contract cancellation to an existing contract of approximately ($1.3) million. The Company executed one large contract in the fourth quarter of 2021 in the amount of approximately $0.78 million and had one contract cancellation in the amount of approximately $16.9 million. On March 29, 2022, the Company entered into a contract with ATCO Structures & Logistics (USA) Inc. for $5,954,950 that is reflected in the September 30, 2022 backlog. The Company expects that all of this revenue will be realized by December 31, 2022. The Company’s remaining backlog as of represents the remaining transaction price of firm contracts for which work has not been performed and excludes unexercised contract options. The Company expects to satisfy its backlog which represents the remaining unsatisfied performance obligation on contracts as of September 30, 2022 over the following period: 2022 Within 1 year $ 2,585,012 1 to 2 years — Total Backlog $ 2,585,012 Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost and project deferrals, as appropriate. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Public Offerings – In October 2021, the Company closed a registered direct offering and concurrent private placement of its common stock (the "October Offering") that the Company effected pursuant to the Securities Purchase Agreement that it entered into on October 25, 2021 with an institutional investor and received gross proceeds of $11.55 million. Pursuant to the terms of the Purchase Agreement, the Company issued to the investor (A) in a registered direct offering (i) 975,000 shares (the “Public Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,189,384 shares (the “Pre-Funded Warrant Shares”) of Common Stock and (B) in a concurrent private placement, Series A warrants to purchase up to 1,898,630 shares (the “Common Stock Warrant Shares”) of Common Stock (the “Common Stock Warrants,” and together with the Public Shares and the Pre-Funded Warrants, the “Securities”) (the “Offering The Pre-Funded Warrants were immediately exercisable at a nominal exercise price of $0.001 and all Pre-Funded Warrants sold have been exercised. The Common Stock Warrants have an exercise price of $4.80 per share, are exercisable upon issuance and will expire five years from the date of issuance. A.G.P./Alliance Global Partners (the “Placement Agent”) acted as the exclusive placement agent for the transaction pursuant to that certain Placement Agency Agreement, dated as of October 25, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”), the Placement Agent received (i) a cash fee equal to seven percent (7.0%) of the gross proceeds from the placement of the Securities sold by the Placement Agent in the Offering and (ii) a non-accountable expense allowance of one half of one percent (0.5%) of the gross proceeds from the placement of the Gross Proceeds Securities sold by the Placement Agent in the Offering. The Company also reimbursed the Placement Agent’s expenses up to $50,000 upon closing the Offering. Securities Purchase Agreement Decrease in Authorized Shares Underwriting Agreement |
Segments and Disaggregated Reve
Segments and Disaggregated Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments and Disaggregated Revenue | 13. Segments and Disaggregated Revenue Construction Medical Development Corporate and support Consolidated Nine Months Ended September 30, 2022 Revenue $ 8,648,873 $ 11,640,953 $ — $ — $ 20,289,826 Cost of revenue 8,689,924 8,506,681 — — 17,196,605 Operating expenses 399,911 52,336 879,158 5,172,966 6,504,371 Operating income (loss) (440,962 ) 3,081,936 (879,158 ) (5,172,966 ) (3,411,150 ) Other income (expense) 487,339 — (173,726 ) 33,518 347,131 Income (loss) before income taxes 46,377 3,081,936 (1,052,884 ) (5,139,448 ) (3,064,019 ) Net income attributable to non-controlling interest — 1,522,101 — — 1,522,101 Net income (loss) attributable to common stockholders of SG Blocks, Inc. $ 46,377 $ 1,559,835 $ (1,052,884 ) $ (5,139,448 ) $ (4,586,120 ) Total assets $ 11,442,445 $ 2,191,019 $ 8,947,444 $ 6,376,008 $ 28,956,916 Depreciation and amortization $ 429,056 $ 40,230 $ — $ — $ 469,286 Capital expenditures $ 1,094,222 $ — $ 893,785 $ 8,193 $ 1,996,200 Construction Medical Development Corporate and support Consolidated Nine Months Ended September 30, 2021 Revenue $ 5,983,027 $ 23,906,077 $ — $ — $ 29,889,104 Cost of revenue 10,469,990 17,328,003 — — 27,797,993 Operating expenses 295,392 515,184 62,851 5,029,816 5,903,243 Operating income (loss) (4,782,355 ) 6,062,890 (62,851 ) (5,029,816 ) (3,812,132 ) Other income (expense) (35,167 ) — — 102,717 67,550 Income (loss) before income taxes (4,817,522 ) 6,062,890 (62,851 ) (4,927,099 ) (3,744,582 ) Net income attributable to non-controlling interest — 3,661,459 — — 3,661,459 Net income (loss) attributable to common stockholders of SG Blocks, Inc. $ (4,817,522 ) $ 2,401,431 $ (62,851 ) $ (4,927,099 ) $ (7,406,041 ) Depreciation and amortization $ 406,371 $ 42,335 $ — $ 795 $ 449,501 Construction Medical Development Corporate and support Consolidated Three Month Ended September 30, 2022 Revenue $ 2,692,519 $ 1,437,738 $ — $ — $ 4,130,257 Cost of revenue 2,693,451 1,601,980 — — 4,295,431 Operating expenses 192,266 25,271 281,302 1,838,173 2,337,012 Operating income (loss) (193,198 ) (189,513 ) (281,302 ) (1,838,173 ) (2,502,186 ) Other income (expense) (3,563 ) — (52,157 ) 9,755 (45,965 ) Income (loss) before income taxes (196,761 ) (189,513 ) (333,459 ) (1,828,418 ) (2,548,151 ) Net income attributable to non-controlling interest — (94,568) — — (94,568) Net income (loss) attributable to common stockholders of SG Blocks, $ (196,761 ) $ (94,945 ) $ (333,459 ) $ (1,828,418 ) $ (2,453,583 ) Depreciation and amortization $ 142,301 $ 13,410 $ 2,157 $ — $ 157,868 Capital expenditures $ 244,201 $ — $ — $ — $ 244,201 Construction Medical Development Corporate and support Consolidated Three Months Ended September 30, 2021 Revenue $ 682,866 $ 8,164,624 $ — $ — $ 8,847,490 Cost of revenue 3,139,213 6,315,098 — — 9,454,311 Operating expenses 81,258 145,117 8,949 1,884,463 2,119,787 Operating income (loss) (2,537,605 ) 1,704,409 (8,949 ) (1,884,463 ) (2,726,608 ) Other income (expense) (35,499 ) (13 ) — 11,463 (24,049 ) Income (loss) before income taxes (2,573,104 ) 1,704,396 (8,949 ) (1,873,000 ) (2,750,657 ) Net income attributable to non-controlling interest — 1,080,248 — — 1,080,248 Net income (loss) attributable to common stockholders of SG Blocks, $ (2,573,104 ) $ 624,148 $ (8,949 ) $ (1,873,000 ) $ (3,830,905 ) Depreciation and amortization $ 129,785 $ 15,730 $ — $ — $ 145,515 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
Warrants | 14. Warrants In conjunction with the June 2017 Public Offering, the Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of shares of common stock at an exercise price of $ per share. The warrants are exercisable at the option of the holder on or after June 21, 2018 and expire June 21, 2023. . The fair market value of the warrants as of the date of issuance has been included in issuance costs in additional paid-in capital. In conjunction with the Purchase Agreement in April 2019, the Company also sold warrants to purchase up to an aggregate of 42,388 October 29, 2024 . T he Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,239 shares of common stock at an initial exercise price of $27.50 per share. The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire April 24, 2024 . In conjunction with the Underwriting Agreement in August 2019, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 2,250 shares of common stock at an initial exercise price of $21.25 per share. The warrants are exercisable at the option of the holder on or after February 1, 2020 August 29, 2024 In conjunction with the Underwriting Agreement in May 2020 shares of common stock at an initial exercise price of $3.14 per share. The warrants are exercisable at the option of the holder on or after November 6, 2021 . In conjunction with the Purchase Agreement in October 2021, the Company also issued Series A 1,898,630 have an exercise price of $ 4.80 per share, exercisable at the option of the holder on or after October 26, 2021 and will expire five years from the date of issuance. |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Stock Options and Grants [Abstract] | |
Share-based Compensation | 15 Share-based Compensation On October 26, 2016, the Company’s Board of Directors approved the issuance of up to 25,000 shares of the Company’s common stock in the form of restricted stock or options (“ Stock Plan”). Effective January 20, 2017, the Stock Plan was amended and restated as the SG Blocks, . Stock Incentive Plan, as further amended eff June 1, 2018 and as further amended on July 30, 2020 and as further amended on August 18, 2021, (the “Incentive Plan”). The Incentive Plan authorizes the issuance of up to 3,625,000 shares of common stock. It authorizes the issuance of equity-based awards in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards to non-employee directors and to officers, employees and consultants of the Company and its subsidiary, except that incentive stock options may only be granted to the Company’s employees and its subsidiary’s employees. The Incentive Plan expires on October 26, 2026, and is administered by the Company’s Compensation Committee of the Boa shares of common stock available for issuance under the Incentive Plan . Stock-Based Compensation Expense Stock-based compensation expense is included in the condensed consolidated statements of operations as follows: Nine Months Ended September 30, 2022 2021 Payroll and related expenses $ 1,874,857 $ 778,657 Total $ 1,874,857 $ 778,657 Three Months Ended September 30, 2022 2021 Payroll and related expenses $ 594,694 $ 246,236 $ 594,694 $ 246,236 The following table presents total stock-based compensation expense by security type included in the condensed Nine Months Ended September 30, 2022 2021 Stock options $ — $ 2,666 Restricted Stock Units $ 1,874,857 $ 775,991 Total $ 1,874,857 $ 778,657 Three Months Ended September 30, 2022 2021 Stock options $ — $ — Restricted Stock Units $ 594,694 $ 246,236 Total $ 594,694 $ 246,236 Stock-Based Option Awards The Company has issued no stock-based options during the nine months ended September 30, 2022 Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees. The simplified method is calculated by averaging the vesting period and contractual term of the options. The following table summarizes stock-based option activities and changes during the nine months ended September 30, 2022 Shares Weighted Average Fair Value Per Share Weighted Average Exercise Price Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – December 31, 2021 36,436 24.80 78.71 5.34 — Granted — — — — — Exercised — — — — — Cancelled — — — — — Outstanding – September 30, 2022 36,436 24.80 78.71 4.59 — Exercisable – December 31, 2021 36,436 24.80 78.71 5.34 — Exercisable – September 30, 2022 36,436 24.80 78.71 4.59 — For the three months ended September 30, 2022 and 2021, the Company recognized stock-based compensation expense of $0 and $0, respectively , related to stock options. For the nine months ended September 30, 2022 and 2021 , the Company recognized stock-based compensation expense of $ 0 and $ 2,666 , respectively, related to stock options. condensed As of September 30, 2022, there was no Restricted Stock Units On March 22, 2019, a total of 15,703 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. six one 54.00 as adjusted for stock splits Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, and an aggregate of six employees and one consultant of 6,139, 772, 5,729 and an aggregate of 3,063, respectively, vest in installments over either a one-year, two-year, three-year and four-year period and will fully vest by the end of December 31, 2022. The fair value of these units upon issuance amounted to $847,957. On January 15, 2019 and February 26, 2019, a total of 526 of restricted stock units were granted to two of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $58.80 and $55.20 per share, respectively, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date as adjusted for stock splits. The restricted stock units granted on January 15, 2019 vested on January 15, 2020, subject to each individual’s continued service as a director of the Company through such date, and are payable six 2019 six Effective June 5, 2019, a total of 9,189 of restricted stock units were granted to the Company’s non-employee directors, under the Company’s stock-based compensation plan, at the calculated fair value of $16.40 per share, which represents the average closing price of On April 14, 2020, a total of 35,331 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, five employees and two consultants of the Company, under the Company's stock-based compensation plan, at the fair value of $4.76 per share, which represents the closing price of the Company's common stock on April 14, 2020. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of five employees and one consultant of 11,331, 1,000, 3,000 and an aggregate of 8,000, respectively, will vest in full on the first anniversary of the vesting commencement date and one consultant received 12,000 restricted stock units that vested immediately on April 15, 2020. The fair value of these units upon issuance amounted to $168,176. On April 14, 2020, a total of 12,000 of restricted stock units were granted to three of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $4.76 per share, which represents the closing price of the Company’s common stock on April 14, 2020. The restricted stock units granted on April 14, 2020 will fully vest on April 14, 2021, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $57,120. On September 23, 2020, a total of 425,000 of restricted stock units were granted to per share, which represents the closing price of the Company's common stock on September 23, 2020. Restricted stock units granted to Mr. Armstrong, Mr. Sheeran, and an aggregate of seven employees and one consultant of 50,000, 75,000 and an aggregate of 300,000, respectively, and 1/3 will vest on September 23, 2020, 1/3 on the one year anniversary of the grant date and 1/3 on the two year anniversary of the grant date. The fair value of these units upon issuance amounted to $769,250. On November 11, 2020, a total of The restricted stock units granted on November 11, 2020 will vest 1/2 on November 11, 2020 and 1/2 on the one year anniversary of the grant date, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $111,920. On December 9, 2020, a total of 3.28 On October 1, 2021, a total of 1,214,500 of restricted stock units were granted to Mr. Galvin, Mr. Rogers, Mr. Armstrong, Mr. Sheeran, thirteen employees and three consultants of the Company, under the Company's stock-based compensation plan, at the fair value of $3.38 per share, which represents the closing price of the Company's common stock on October 1, 2021. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of thirteen employees and two consultants of 350,000, 40,000, 100,000 and an aggregate of 475,000, respectively, vesting quarterly over two two On October 1, 2021, a total of 59,170 of restricted stock units were granted to five of the Company's non-employee directors, stock units granted October 1, 2021 vesting monthly over On December 7, 2021, a total of 62,500 of restricted stock units were granted to five of the Company's non-employee advisory directors, stock units granted vest in equal monthly installments over one year period. For the three months ended September 30, 2022 and 2021 , the Company recognized stock-based compensation of $ 594,694 and $ 246,236 related to restricted stock units. This expense is included in the payroll and related expenses, general and administrative expenses, and marketing and business development expense in the accompanying condensed consolidated statement of operations. As of September 30, 2022, there was unrecognized compensation costs of $750,430 related to non-vested restricted stock units. The following table summarized restricted stock unit activities during the nine months ended September 30, 2022: Number of Shares Non-vested balance at January 1, 2022 1,274,137 Granted — Vested (634,678 ) Forfeited/Expired (90,689 ) Non-vested balance at September 30, 2022 548,770 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 16. Commitm Legal Proceedings The Company is subject to certain claims and lawsuits arising in the normal course of business. The Company assesses liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance. Based on information currently available, advice of counsel, and available insurance coverage, the Company believes that the established accruals are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on the consolidated financial condition. However, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution of a matter will not exceed established accruals. As a result, the outcome of a particular matter or a combination of matters may be material to the results of operations for a particular period, depending upon the size of the loss or the income for that particular period. 1.) Pizzarotti Litigation Pizzarotti’s suit arose from a contract dated April 3, 2018 that it executed with Phipps whereby Pizzarotti, a construction manager, engaged Phipps to perform stone procuring and tile work at a construction project located at 161 Maiden Lane, New York 10038. Pizzarotti’s claims against the Company arise from a purported assignment agreement dated August 10, 2018, whereby Pizzarotti claims that the Company agreed to assume certain obligations of Phipps under a certain trade contract between Pizzarotti and Phipps & Co. Phipps’ claims against the Company arise from a purported Assignment Agreement, dated as of May 30, 2018, between Pizzarotti, Phipps and the Company (the “Assignment Agreement”), pursuant to which, it is alleged, that the Company agreed to provide a letter of credit in connection with the sub-contracted work to be provided by Phipps to Pizzarotti. The Company believes that the Assignment Agreement was void for lack of consideration and moved to dismiss the case on those and other grounds. On June 17, 2020, the New York Supreme Court entered an order dismissing certain claims against the Company brought by cross claimant Phipps & Co. Specifically, the court dismissed Phipps’ claims for indemnification, contribution, fraud, negligence and negligent misrepresentation. The court did not dismiss Phipps’ claim for breach of the Assignment Agreement. The issue of the validity of the Assignment Agreement, and the Company’s defenses to the claims brought by the plaintiff Pizzarotti, and cross claimant Phipps, are being litigated. The Company maintains that the Assignment Agreement, to the extent valid and enforceable, was properly terminated and/or there are no damages, and, consequently, that the claims brought against the Company are without merit. The Company intends to continue to vigorously defend the litigation. The parties have engaged in written discovery but no depositions have been conducted as of yet. By motion dated February 24, 2021, Pizzarotti moved to stay the entire action pending the outcome of a separate litigation captioned Pizzarotti, LLC v. FPG Maiden Lane, LLC et. al Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Vendor Litigation 1.) Teton Buildings, LLC (i) On January 1, 2019, SG Blocks commenced an action against Teton Buildings, LLC (“Teton”) in Harris County, Texas (“ Teton Texas Action In or about February 2022 SG Blocks dismissed without prejudice the Teton Texas Action. (ii) On or about September 12, 2018, the Company entered into a Firm Price Quote and Purchase (the “GVL Contract”) with Teton to govern the manufacture and provision of 23 shipping containers and modular units (the “Teton GVL Modules”) for the Four Oaks Gather GVL project in South Carolina (the “GVL Project.”). The Company maintains that Teton breached the GVL Contract by (i) failing to timely deliver the Teton GVL Modules, (ii) delivering Teton GVL Modules that were defective in their design and manufacture, (iii) otherwise failed to meet South Carolina Building Code regulations and (iv) breached applicable warranties. As a result of the breach and defects in performance, design and manufacture by Teton, Company asserts that it has sustained $761,401.66 in actual and consequential damages, excluding attorney’s fees. On October 16, 2019, Teton filed for Chapter 11 in the United States Bankruptcy Court for Southern District of Texas, Houston Division styled In re: Teton Buildings, LLC On January 22, 2021, the Company filed a third-party complaint against Teton in the United States District Court for the Central District of California, Case No. 2:20−cv−03432 in the HOLA Action (described below), seeking to determine Teton’s liability in its capacity as a bankruptcy debtor in order to collect any damages payable from Teton’s liability insurance carrier or carriers. On July 23, 2021, the Company filed a First Amended Third-Party Complaint against Teton and other named third party defendants (see #2 below). Teton has been served with the First Amended Third-Party Complaint and on or about February 11, 2022, Teton filed an answer and affirmative defenses. The parties in the HOLA Action are currently conducting discovery. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. 2.) SG Blocks, Inc. v HOLA Community Partners, et. al On April 13, 2020, Plaintiff SG Blocks, Inc. (“SG Blocks” or the “Company”) filed a Complaint against HOLA Community Partners (“HCP”), Heart of Los Angeles Youth, Inc. (“HOLA”) (HCP and HOLA are collectively referred to as the “HOLA Defendants”), and the City of Los Angeles (“City”) in the United States District Court for the Central District of California, Case No. 2:20-cv-03432-ODW (“HOLA Action”). The Company asserted seven claims against HOLA Defendants arising out of and related to the HOLA Project, to wit, for: (1) breach of contract; (2) conversion; (3) default and judicial foreclosure under the Agreement as a security agreement; (4) misappropriation of trade secrets under California Civil Code section 3426; (5) misappropriation of trade secrets under 18 U.S.C. § 1836; and (6) intentional interference with contractual relations. On April 20, 2020, HOLA filed a separate action against the Company in the Los Angeles Superior Court arising out of the HOLA Project, asserting claims of (1) negligence; (2) strict products liability; (3) strict products liability, (4) breach of contract; (5) breach of express warranty; (6) violation of Business and Professions Code § 7031(b); and (7) violation of California’s unfair competition law, Business and Professions Code section 17200 (“UCL”) (“HOLA State Court Action”). The HOLA State Court Action was removed to the Central District of California and consolidated with the HOLA Action. On January 22, 2021, the Company filed a Third-Party Complaint in the HOLA Action against Third-Party Defendants Teton Buildings, LLC, Avesi Construction, LLC, and American Home Building and Masonry Corp (“AHB”) for indemnity and contribution with respect to HOLA’s claims. The Company has also notified its general liability carrier Sompo International regarding coverage concerning HOLA’s claims On February 25, 2021, the Court entered an order dismissing the Company’s claims for (1) breach of contract; (2) conversion; (3) default and judicial foreclosure under the Agreement as a security agreement; (4) misappropriation of trade secrets under California Civil Code section 3426; (5) misappropriation of trade secrets under 18 U.S.C. § 1836; but denied dismissal of the Company’s claims for intentional interference with contractual relations. The Court also denied the Company’s motion to dismiss HOLA’s claims. On March 12, 2021, the HOLA Defendants filed an answer to the Company’s complaint against it denying liability and asserting affirmative defenses. On March 12, 2021, the Company filed an answer to the HOLA Defendants’ First Amended Consolidated Complaint against it, denying liability and asserting affirmative defenses. On April 26, 2021, the Company and the HOLA Defendants filed a Joint Stipulation to Dismiss HOLA Community Partners’ Sixth Claim for Relief (violation of California Business and Professions Code §7031(b)), with prejudice, pursuant to Fed. R. Civ. P. 41(a)(1)(A)(ii). On July 23, 2021, the Company filed a First Amended Third-Party Complaint adding the following additional third party defendants seeking, inter alia On September 2, 2021, Schindler Elevator Corp. filed its answer to the First Amended Third-Party Complaint. On September 3, 2021, Junior Steel Co. filed its answer to the First Amended Third-Party Complaint. On September 7, 2021, Anderson Air Conditioning, L.P. filed its answer to the First Amended Third-Party Complaint. On October 6, 2021, the McIntyre Group filed its answer to the First Amended Third-Party Complaint. On February 7, 2022, the Company filed a request for entry of a Clerk’s default against the following defendants: American Home Building and Masonry Corp., Avesi Construction, Marne Construction, Inc., Firstform, Inc., Dowell & Bradley Construction, Inc, Saddleback Roofing, Inc., and US Smoke and Fire Corp. On February 9, 2022, the court entered a clerk’s default pursuant to Federal Rule 55 against the following defendants: American Home Building and Masonry Corp. Avesi Construction, Dowel & Bradley Construction, Inc., Saddleback Roofing Inc. and US smoke and Fire Corp. The parties that have answered and appeared in the case are currently engaged in discovery. The cut-off for fact discovery has been extended to September 12, 2022, and a trial has been set for January 31, 2023. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery or loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. 3.) SG Blocks, Inc. v. EDI International, PC .- On June 21, 2019, SG Blocks filed a lawsuit against EDI International, PC, a New Jersey corporation, in the Superior Court of the State of California, County of Los Angeles, Central District, in connection with the parties' consulting agreement, dated June 29, 2016, pursuant to which EDI International, PC, was to provide, for a fee, certain architectural and design services for the HOLA Project. SG Blocks, Inc. claims that EDI International, PC, tortiously interfered with SG Blocks, Inc's economic relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. EDI International, PC, filed a cross-complaint for alleged unpaid fees and tortious interference with EDI International, PC's contractual relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. EDI International, PC's cross-complaint seeks in excess of $30,428.71 in damages. On July 8, 2020, SG Blocks, Inc. added PVE LLC as a defendant in the lawsuit, claiming PVE LLC is liable to the same extent as EDI International, PC. The case is currently in the discovery stage and a trial date has been set for May 2, 2022. On May 14, 2021, EDI accepted the Company’s Statutory Offer of Compromise, pursuant to California Code of Civil Procedures §998, to settle EDI’s cross-claims. On July 26, 2021, the Company and EDI entered into a certain General Release agreement whereby in exchange for payment by the Company in the amount of $67,125.83 EDI released SG Blocks from all liabilities and damages related to EDI’s cross-claims. The Company continues to prosecute its claim against EDI for tortious interference with the Company’s economic relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. The discovery period has concluded and a trial date has been set for early 2023. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery or loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Other Litigation 1.) Shetty v. SG Blocks, In c . et. al., - Case No. 20-CV-00550, United States District Court, Eastern District of New York. On January 31, 2020, Mahesh Shetty, the Company’s former President and Chief Financial Officer (“Former Employee”), filed suit against the Company and its Chairman and Chief Executive Officer, Paul Galvin, claiming (i) $372,638 in unpaid wages and bonuses and (ii) $300,000 due in severance (hereafter the “Action”). On March 25, 2020, the Former Employee filed an amended complaint raising additional claims of retaliation under the Fair Labor Standards Act, 29 U.S.C. §201 et. seq. (“FLSA”), and contractual indemnification. On April 27, 2020, the Company filed a motion to dismiss the Action. The Company asserted that the Former Employee agreed to accept (and did receive) restricted stock units of the Company’s common stock in full satisfaction and payment of all alleged unpaid wages and bonuses that are claimed in the Action, and/or has otherwise been paid in full for all amounts claimed. The Company further maintained that the Former Employee’s employment agreement precludes any entitlement to or liability for severance. On June 15, 2020, the Court entered a decision granting in part and denying in part the Company’s motion to dismiss. Specifically, the Court dismissed the Former Employee’s claim (i) for severance (in the amount of $300,000) and unpaid wages pursuant to the FLSA, but denied dismissal of the Former Employee’s claims for retaliation under the FLSA or unpaid wages allegedly due under the New York Labor Law. On or about September 14, 2021, the Company and Former Employee entered into a settlement and release agreement resolving their respective claims. On September 14, 2021, the parties filed a joint motion seeking court approval of the settlement. By order dated February 8, 2022, the court approved the settlement. On February 9, 2022 the court closed the case. 2.) S G Blocks, Inc. v. Osang Healthcare Company, L td. , On April 14, 2021, the Company commenced an action against Osang Healthcare Company, Ltd. (“Osang”) in the United States District Court, Eastern District of New York, Case No. 21-01990 (“Osang Action”) The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices. On June 18, 2021, Osang served a motion to dismiss the Osang Action pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. On July 30, 2021, the Company served its opposition to the motion to dismiss. On September 22, 2022, the court entered an order granting in part and denying in part Osang’s motion to dismiss. The court denied that part of Osang’s motion that sought dismissal of the Company’s causes of action for breach of contract (but denied recovery of lost profits) and fraud, but dismissed the Company’s causes of action for breach of implied covenant of good faith and fair dealing, indemnification, accounting, and violation of the New York Unlawful and Deceptive Trade Practices Act (GBL §349). A status conference update has been set for November 16, 2022. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Commitments In April 2020, the Company entered into an amendment to its employment agreement, dated January 1, 2017, with Paul Gavin (the "Amendment"), to extend the term of employment to December 31, 2021, provide for an annual base salary of $400,000 provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Stock Incentive Plan. All other terms of the employment agreement remain in full force and effect. On July 5, 2022, the Company entered into an amendment to its employment agreement, dated January 1, 2017, as amended, with Paul Galvin, to provide for the payment of an annual base salary of $ 500,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and principals of consolidation | Basis of presentation and principals of consolidation – The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to the Current Report on Form 10-Q and Article 8 Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The condensed financial statements and notes should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2021 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on April 18, 2022. In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included. Results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements - New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate. |
Accounting estimates | Accounting estimates |
Operating cycle | Operating cycle – The length of the Company’s contracts varies, but is typically between six twelve twelve one year |
Reclassification | Reclassification – Certain prior year balances were reclassified to conform to current period presentation. |
Revenue recognition | Revenue recognition – The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following steps in accordance with its revenue policy: ( 1 Identify the contract with a customer ( 2 Identify the performance obligations in the contract ( 3 Determine the transaction price ( 4 Allocate the transaction price to performance obligations in the contract ( 5 Recognize revenue as performance obligations are satisfied On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time. On October 3, 2019, the Company entered into an Exclusive License Agreement (“ELA” ) pursuant to which it granted an exclusive license for its technology as outlined in the ELA. The ELA is described below. Under the ELA, the Company was to receive royalty payments based upon gross revenues earned by the licensee for commercialized products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Company has determined that the ELA granted the licensee a right to access the Company’s intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognized revenue and the Company has the right to payment of royalties. On June 15, 2021, the Company terminated the ELA that was executed on October 3, 2019. CMC Right of First Refusal Agreement – Agreement CMC Under the Agreement, the Company had a right of first refusal with respect to being engaged as a designer and builder of any real estate projects for which CMC has secured the rights to develop and in which CMC has a greater than fifty percent (50%) interest in the owner or developer entity and has the right to select the builder for such real estate project (the “ROFR Rights”). In exchange for such ROFR Rights, the Company agreed to issue to CMC 2,500 shares of restricted stock of the Company’s common stock, of which 1,250 shares vested on March 31, 2021 and the remaining 1,250 shares was to vest and be issued on September 30, 2021 the event that the Agreement was earlier terminated, CMC was entitled to receive the entire amount of such restricted stock that had vested as of such earlier termination date, but in no event less than 1,250 shares of such restricted stock. The Agreement also provided for customary indemnification and confidentiality obligations between the parties. The 2,500 shares of restricted stock of the Company's common stock has yet to be issued to CMC. The Agreement also provided that CMC had engaged the Company to build and design, in the aggregate, approximately 100 1100 The Company is no longer participating on Ridge Avenue as CMC has decided to proceed with this project as a traditional construction build. The Company previously reported this as a cancellation within the Company's backlog footnote, see Note 11 The Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”) in the fourth quarter of 2020 . Revenue from the activities of the JV is related to clinical testing services and is recognized when services have been rendered, which is at a point in time. Included in the consideration the Company expected to be entitled to receive, the Company estimates its contractual allowances, payer denials and price concessions. In addition, the Company formed Chicago Airport Testing, LLC which collected rental revenue from subleasing to a consortium of government entities assisting in COVID-19 testing. to activities through these two joint ventures, which is included in medical revenue on the accompanying consolidated statements of operations. Disaggregation of Revenues The Company’s revenues are principally derived from construction and engineering contracts related to Modules, and medical revenue derived from lab testing and test kit sales The Company's contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were Revenue recognized at a point in time and recognized over time were $ 23,906,077 and $5,983,027, respectively, for the nine months ending September 30, 2021 . Revenue recognized at a point in time and recognized over time were $ 1,437,738 and $ 2,692,519 , respectively, for the three months ending September 30, 2022 . Revenue recognized at a point in time and recognized over time were 8,164,624 and $ 682,866 , respectively, for the three months ending September 30, 2021 . The following tables provide further disaggregation of the Company’s Three Months Ended September 30, Revenue by Customer Type 2022 2021 Construction and Engineering Services: Government $ — — % $ 74,052 1 % Hotel 1,224,181 30 % 217,474 2 % Medical - C onstruction — — % (35,021 ) — % Multi-Family (includes Single Family) — — % 79,721 1 % Office 1,468,338 35 % 151,453 2 % Retail — — % 42,345 — % Special Use — — % 152,842 2 % Subtotal 2,692,519 65 % 682,866 8 % Medical Revenue: Medical (lab testing, kit sales and equipment) 1,437,738 35 % 8,164,624 92 % Total revenue by customer type $ 4,130,257 100 % $ 8,847,490 100 % Nine Months Ended September 30, Revenue by Customer Type 2022 2021 Construction and Engineering Services: $ 39 — % $ 2,257,193 8 % Hotel 2,368,960 13 % 671,255 2 % Medical - C onstruction — — % 459,072 2 % Multi-Family (includes Single Family) 86,034 — % 102,069 — % Office 6,178,856 30 % 586,914 2 % Retail 5,344 — % 87,046 — % Special Use 9,640 — % 1,819,478 6 % Subtotal 8,648,873 43 % 5,983,027 20 % Medical Revenue: Medical (lab testing, kit sales and equipment) 11,640,953 57 % 23,906,077 80 % Total revenue by customer type $ 20,289,826 100 % $ 29,889,104 100 % Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the condensed consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the condensed consolidated balance sheet. A lthough Deferred Contract Costs - Prior to entering into the ELA, the Company was subject to an agreement to construct and develop a certain property (“Original Agreement”), which now is subject to the ELA. Upon entering into the ELA, the Company was no longer obliged to its Original Agreement. Upon entering the ELA, the Company had an outstanding accounts receivable balance of $306,143, which was forfeited and recognized this amount as deferred contract costs. This amount was offset by $102,217 , which was reimbursement from the licensee for project costs on this project. The Company incurred total deferred contract costs of $203,926. The Company considered this amount an incremental cost of obtaining that ELA, because the Company expects to recover those costs through future royalty payments. The Company planed to amortize the asset over sixty months , which was the initial term of the ELA because the asset relates to the services transferred to the customer during the contract term. As of . During the nine months ended September 30, 2022 and 2021, amortization expense relating to the deferred contract costs amounted to $30,589 and $30,589, respectively, and is included in general and administrative expenses on the accompanying condensed consolidated statement of operations. As previously mentioned, the ELA was terminated on June 15, 2021 but the Company expects to recover the deferred contract costs from the Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021 as described below. Exclusive License Agreement – On Oc tober 3, 2019, as amen five five In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s commercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), The ELA provided for customary indemnification obligations between the parties and further provided that the Licensee indemnify the Company for any claims arising out of the commercialization of the License by the Licensee or any of its subsidiaries, contractors, or sublicensees. On June 15, 2021, the Company terminated the ELA. In connection with the termination, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with CPF, the general partner (the “Licensee”) of CPF MF 2019-1 LLC (“CPF MF”), and Capital Plus Financial, LLC, a limited partner of the Licensee (“Capital Plus”) and an Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021, with Capital Plus and the Licensee. Pursuant to the Settlement Agreement with CPF and Capital Plus, the ELA was terminated, the Company released CPF and CPF MF for any claims in exchange for releases from CPF and Capital Plus and the Company received an assignment of right under certain circumstances to a $1.25 million redemption distribution from CPF MF under its Operating Agreement. |
Business Combinations | Bu - The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 |
Variable Interest Entities | Variable Interest Entities – The Company accounts for certain legal entities as variable interest entities (“VIE"). When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated. If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change. On August 27, 2020 the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, the Company agreed to issue 200,000 restricted shares of common stock over a defined vesting period starting in December 1, 2020. The restricted shares of common stock were not issued to Clarity Labs as certain capital commitments were not met. As of December 31, 2021, $502,958 was due to Clarity Labs for expenses paid on behalf of Clarity Mobile Venture, and is included in Due to Affiliates, year ended December 31, 2021 The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its consolidated financial statements. Due to the ongoing lower affects of COVID-19 restrictions, the JV is being wound down during the fourth quarter of 2022. On January 18, 2021 the Company entered into an operating agreement to form CAT. The purpose of CAT was to market , sell, distribute, lease and otherwise commercially exploit certain products and services in the COVID- 19 The Company has determined it is the primary beneficiary of CAT and has thus consolidated the activities in its consolidated financial statements. |
Investment Entities | Investment Entities – On May 31, 2021, the Company's subsidiary SG DevCorp agreed to contribute $600,000 to acquire a 50% membership interest in Norman Berry II Owner LLC. The Company contributed $350,329 and $114,433 of the initial $600,000 in the second quarter and third quarter of 2021 respectively, with the remaining $135,238 The Company will use the equity method to report the activities as an investment in its consolidated financial statements. On June 24, 2021, the Company's subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC. The Company contributed $3,000,000 for its 10% equity interest. During the nine months ended September 30, 2022, the Company contributed an additional $148,570. On February 24, 2022 the Company made a $500,000 capital investment for a 1.2% ownership in Moliving, a nomadic hospitality solution company, which included in investment in non-marketable securities on the accompanying condensed consolidated balance sheets. |
Cash and cash equivalents | Cash and cash equivalents – The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less upon acquisition. Cash and cash equivalents totaled $ 2,118,169 and $ as of September 30, 2022, |
Short-term investment | Short-term investment – The Company classifies investments consisting of a certificate of deposit with a maturity greater than months but less than year as short-term investment. The Company had no short-term investment as of September 30, 2022 or December 31, , respectively. |
Escrow - bond | Escrow - bond – Escrow – bond represents monies held by a third party surety for the performance of a project which will be remitted to the Company upon criteria as described in the underlying agreements. $2,000,000 was returned to the Company during July 2022 and the remaining amount is expected to be returned during the three months ending December 31, 2022. |
Accounts receivable and allowance for credit losses | Accounts receivable and allowance for credit losses – Accounts receivable are receivables generated from sales to customers and progress billings on performance type contracts. Amounts included in accounts receivable are deemed to be collectible within the Company’s operating cycle. The Company recognizes accounts receivable at invoiced amounts. The allowance for credit losses reflects the Company's best estimate of expected losses inherent in the accounts receivable balances. Management provides an allowance for credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from our estimates and could be material to our consolidated financial position, results of operations, and cash flows. |
Inventory | Inventory – Raw construction materials (primarily shipping containers and fabrication materials) are valued at the lower of cost (first-in, first-out method) or net realizable value. Finished goods and work-in-process inventories are valued at the lower of cost or net realizable value, using the specific identification method. Medical equipment and COVID- test and testing supplies are valued at the lower of cost, (first-in, first-out method) or net realizable value. As of September 30, 2022 there was inventory of for construction materials, and $ of medical equipment and COVID- test and testing supplies. As of December 31, 2021 there was inventory of $516,731 for construction materials, and $757,094 of medical equipment and COVID-19 test and testing supplies. |
Goodwill | Goodwill – The Company performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely tha n not reduce the fair value of its reporting unit below its carrying values. The Company performs a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognizes an impairment charge for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill . The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. |
Intangible assets | Intangible assets – Intangible assets consist of $ 2,766,000 97,164 The amortization expense for the The amortization expense for the 39,243 41,823 For the year ending December 31,: 2022 $ 40,382 2023 161,176 2024 160,469 2025 157,052 2026 139,717 Thereafter 1,313,849 $ 1,972,645 |
Property, plant and equipment | Property, plant and equipment – Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Estimated useful lives for significant classes of assets are as follows: computer and software 3 to 5 years, furniture and other equipment 5 to 7 years, automobiles 2 to 5 years, buildings held for lease 5 to 7 years, and equipment o 29 |
Held For Sale Assets | Held For Sale Assets |
Convertible instruments | Convertible instruments – The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. |
Common stock purchase warrants and other derivative financial instruments | Common stock purchase warrants and other derivative financial instruments – The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if any event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement shares (physical settlement or net-cash settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required. |
Fair value measurements | Fair value measurements – Financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which the Company believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. |
Share-based payments | Share-based payments – The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the condensed consolidated statements of operations. |
Other income | Other income – Included in other income for the three and nine months ended September 30, 2022 is amounts in escrow resulting from the SG Echo acquisition which were remitted to the Company. At the time of acquisition and previously, the Company did not believe such amount was recognizable. |
Income taxes | Income taxes The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. |
Concentrations of credit risk | Concentrations of credit risk – Financial instruments, that potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account. With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At September 30, 2022 and December 31, 2021, 83% and 78%, respectively, of the Company’s gross accounts receivable were due from two Revenue relating to three and one customers represented approximately 93% and 90% of the Company's total revenue for the three months ended September 30, 2022 and 2021 , respectively. Revenue relating to two and one customers represented approximately 88 % and 77 % of the Company's total revenue for the Cost of revenue relating to two vendors represented approximately 68 % of the Company’s total cost of revenue for the three months ended September 30, 2021. Cost of revenue relating to three nine months ended September 30, 2021. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. |
Liquidity (Tables)
Liquidity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Liquidity [Member] | |
Liquidity [Line Items] | |
Summary of company's anticipation to convert the backlog to revenue over the period | 2022 Within 1 year $ 2,585,012 Total Backlog $ 2,585,012 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of disaggregation of revenues by categories | Three Months Ended September 30, Revenue by Customer Type 2022 2021 Construction and Engineering Services: Government $ — — % $ 74,052 1 % Hotel 1,224,181 30 % 217,474 2 % Medical - C onstruction — — % (35,021 ) — % Multi-Family (includes Single Family) — — % 79,721 1 % Office 1,468,338 35 % 151,453 2 % Retail — — % 42,345 — % Special Use — — % 152,842 2 % Subtotal 2,692,519 65 % 682,866 8 % Medical Revenue: Medical (lab testing, kit sales and equipment) 1,437,738 35 % 8,164,624 92 % Total revenue by customer type $ 4,130,257 100 % $ 8,847,490 100 % Nine Months Ended September 30, Revenue by Customer Type 2022 2021 Construction and Engineering Services: $ 39 — % $ 2,257,193 8 % Hotel 2,368,960 13 % 671,255 2 % Medical - C onstruction — — % 459,072 2 % Multi-Family (includes Single Family) 86,034 — % 102,069 — % Office 6,178,856 30 % 586,914 2 % Retail 5,344 — % 87,046 — % Special Use 9,640 — % 1,819,478 6 % Subtotal 8,648,873 43 % 5,983,027 20 % Medical Revenue: Medical (lab testing, kit sales and equipment) 11,640,953 57 % 23,906,077 80 % Total revenue by customer type $ 20,289,826 100 % $ 29,889,104 100 % |
Summary of estimated amortization expense of intangible assets | For the year ending December 31,: 2022 $ 40,382 2023 161,176 2024 160,469 2025 157,052 2026 139,717 Thereafter 1,313,849 $ 1,972,645 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Receivable [Abstract] | |
Summary of accounts receivable | 2022 2021 Billed: Construction services $ 1,986,502 $ 2,293,187 Engineering services 11,794 86,388 Medical revenue 2,675 679,446 Retainage receivable 543,416 635,049 Other receivable 132,202 186,692 Total gross receivables 2,676,589 3,880,762 Less: allowance for credit losses (963,116 ) (963,116 ) Total net receivables $ 1,713,473 $ 2,917,646 |
Contract Assets and Contract _2
Contract Assets and Contract Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Contract Assets and Contract Liabilities [Abstract] | |
Summary of costs and estimated earnings on uncompleted contracts | 2022 2021 Costs incurred on uncompleted contracts $ 7,072,572 $ 4,272,425 Provision for loss on uncompleted contracts 49,705 2,238,578 Estimated earnings to date on uncompleted contracts (1,015,447 ) (3,156,377 ) Gross contract assets 6,106,830 3,354,626 Less: billings to date (7,381,248 ) (4,750,289 ) Net contract liabilities on uncompleted contracts $ (1,274,418 ) $ (1,395,663 ) |
Summary of costs included in condensed consolidated balance sheets | 2022 2021 Contract assets $ — $ 41,916 Contract liabilities (1,274,418 ) (1,437,579 ) Net contract liabilities $ (1,274,418 ) $ (1,395,663 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, plant and equipment [Abstract] | |
Schedule of company's equipment | 2022 2021 Computer equipment and software $ 168,619 $ 156,701 Furniture and other equipment 276,703 275,606 Leasehold improvements 17,280 15,400 Equipment and machinery 1,237,172 1,219,056 Automobiles 4,638 4,638 Building held for leases 196,416 196,416 Laboratory and temporary units 1,364,748 1,362,760 Land 893,785 3,576,130 Construction in progress 1,447,897 442,515 Property, plant and equipment 5,607,258 7,249,222 Less: accumulated depreciation (726,009 ) (409,279 ) Property, plant and equipment, net $ 4,881,249 $ 6,839,943 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of balance sheet information | Balance Sheet Location September 30, 2022 Operating Leases Right-of-use assets, net $ 2,637,546 Current liabilities Lease liability, current maturities 457,804 Non-current liabilities Lease liability, net of current maturities 2,195,438 Total operating lease liabilities $ 2,653,242 Finance Leases Right-of-use assets $ 17,696 Current liabilities Lease liability, current maturities 16,571 Non-current liabilities Lease liability, net of current maturities — Total finance lease liabilities $ 16,571 Weighted Average Remaining Lease Term Operating leases 7.08 years Finance leases 0.86 years Weighted Average Discount Rate Operating leases 3% Finance leases 3% |
Schedule of approximate minimum annual rental commitments under non-cancelable leases | Year Ending December 31: Operating Financing Total 2022 $ 135,275 $ 5,040 $ 140,315 2023 525,718 11,760 537,478 2024 523,722 — 523,722 2025 446,349 — 446,349 2026 207,379 — 207,379 Thereafter 1,119,903 — 1,119,903 Total lease payments 2,958,346 16,800 2,975,146 Less: Imputed interest 305,104 229 305,333 Present value of lease liabilities $ 2,653,242 $ 16,571 $ 2,669,813 |
Construction Backlog (Tables)
Construction Backlog (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Schedule of backlog of signed construction and engineering contracts | 2022 2021 Balance - beginning of period $ 3,217,909 $ 25,117,461 New contracts and change orders during the period 8,112,884 3,191,335 Adjustments and cancellations, net (96,908 ) (18,297,197 ) Subtotal 11,233,885 10,011,599 Less: contract revenue earned during the period (8,648,873 ) (6,793,690 ) Balance - end of period $ 2,585,012 $ 3,217,909 |
Construction Backlog [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Summary of company's anticipation to convert the backlog to revenue over the period | 2022 Within 1 year $ 2,585,012 1 to 2 years — Total Backlog $ 2,585,012 |
Segments and Disaggregated Re_2
Segments and Disaggregated Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segments and Disaggregated Revenue | Construction Medical Development Corporate and support Consolidated Nine Months Ended September 30, 2022 Revenue $ 8,648,873 $ 11,640,953 $ — $ — $ 20,289,826 Cost of revenue 8,689,924 8,506,681 — — 17,196,605 Operating expenses 399,911 52,336 879,158 5,172,966 6,504,371 Operating income (loss) (440,962 ) 3,081,936 (879,158 ) (5,172,966 ) (3,411,150 ) Other income (expense) 487,339 — (173,726 ) 33,518 347,131 Income (loss) before income taxes 46,377 3,081,936 (1,052,884 ) (5,139,448 ) (3,064,019 ) Net income attributable to non-controlling interest — 1,522,101 — — 1,522,101 Net income (loss) attributable to common stockholders of SG Blocks, Inc. $ 46,377 $ 1,559,835 $ (1,052,884 ) $ (5,139,448 ) $ (4,586,120 ) Total assets $ 11,442,445 $ 2,191,019 $ 8,947,444 $ 6,376,008 $ 28,956,916 Depreciation and amortization $ 429,056 $ 40,230 $ — $ — $ 469,286 Capital expenditures $ 1,094,222 $ — $ 893,785 $ 8,193 $ 1,996,200 Construction Medical Development Corporate and support Consolidated Nine Months Ended September 30, 2021 Revenue $ 5,983,027 $ 23,906,077 $ — $ — $ 29,889,104 Cost of revenue 10,469,990 17,328,003 — — 27,797,993 Operating expenses 295,392 515,184 62,851 5,029,816 5,903,243 Operating income (loss) (4,782,355 ) 6,062,890 (62,851 ) (5,029,816 ) (3,812,132 ) Other income (expense) (35,167 ) — — 102,717 67,550 Income (loss) before income taxes (4,817,522 ) 6,062,890 (62,851 ) (4,927,099 ) (3,744,582 ) Net income attributable to non-controlling interest — 3,661,459 — — 3,661,459 Net income (loss) attributable to common stockholders of SG Blocks, Inc. $ (4,817,522 ) $ 2,401,431 $ (62,851 ) $ (4,927,099 ) $ (7,406,041 ) Depreciation and amortization $ 406,371 $ 42,335 $ — $ 795 $ 449,501 Construction Medical Development Corporate and support Consolidated Three Month Ended September 30, 2022 Revenue $ 2,692,519 $ 1,437,738 $ — $ — $ 4,130,257 Cost of revenue 2,693,451 1,601,980 — — 4,295,431 Operating expenses 192,266 25,271 281,302 1,838,173 2,337,012 Operating income (loss) (193,198 ) (189,513 ) (281,302 ) (1,838,173 ) (2,502,186 ) Other income (expense) (3,563 ) — (52,157 ) 9,755 (45,965 ) Income (loss) before income taxes (196,761 ) (189,513 ) (333,459 ) (1,828,418 ) (2,548,151 ) Net income attributable to non-controlling interest — (94,568) — — (94,568) Net income (loss) attributable to common stockholders of SG Blocks, $ (196,761 ) $ (94,945 ) $ (333,459 ) $ (1,828,418 ) $ (2,453,583 ) Depreciation and amortization $ 142,301 $ 13,410 $ 2,157 $ — $ 157,868 Capital expenditures $ 244,201 $ — $ — $ — $ 244,201 Construction Medical Development Corporate and support Consolidated Three Months Ended September 30, 2021 Revenue $ 682,866 $ 8,164,624 $ — $ — $ 8,847,490 Cost of revenue 3,139,213 6,315,098 — — 9,454,311 Operating expenses 81,258 145,117 8,949 1,884,463 2,119,787 Operating income (loss) (2,537,605 ) 1,704,409 (8,949 ) (1,884,463 ) (2,726,608 ) Other income (expense) (35,499 ) (13 ) — 11,463 (24,049 ) Income (loss) before income taxes (2,573,104 ) 1,704,396 (8,949 ) (1,873,000 ) (2,750,657 ) Net income attributable to non-controlling interest — 1,080,248 — — 1,080,248 Net income (loss) attributable to common stockholders of SG Blocks, $ (2,573,104 ) $ 624,148 $ (8,949 ) $ (1,873,000 ) $ (3,830,905 ) Depreciation and amortization $ 129,785 $ 15,730 $ — $ — $ 145,515 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock Options and Grants [Abstract] | |
Schedule of stock-based compensation expense included in statement of operations | Nine Months Ended September 30, 2022 2021 Payroll and related expenses $ 1,874,857 $ 778,657 Total $ 1,874,857 $ 778,657 Three Months Ended September 30, 2022 2021 Payroll and related expenses $ 594,694 $ 246,236 $ 594,694 $ 246,236 |
Summary of fair value stock-based option awards granted using Black-Scholes option valuation model | Nine Months Ended September 30, 2022 2021 Stock options $ — $ 2,666 Restricted Stock Units $ 1,874,857 $ 775,991 Total $ 1,874,857 $ 778,657 Three Months Ended September 30, 2022 2021 Stock options $ — $ — Restricted Stock Units $ 594,694 $ 246,236 Total $ 594,694 $ 246,236 |
Summary of employee stock option activity | Shares Weighted Average Fair Value Per Share Weighted Average Exercise Price Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – December 31, 2021 36,436 24.80 78.71 5.34 — Granted — — — — — Exercised — — — — — Cancelled — — — — — Outstanding – September 30, 2022 36,436 24.80 78.71 4.59 — Exercisable – December 31, 2021 36,436 24.80 78.71 5.34 — Exercisable – September 30, 2022 36,436 24.80 78.71 4.59 — |
Schedule of RSU activities | Number of Shares Non-vested balance at January 1, 2022 1,274,137 Granted — Vested (634,678 ) Forfeited/Expired (90,689 ) Non-vested balance at September 30, 2022 548,770 |
Description of Business (Detail
Description of Business (Details) - shares | Feb. 05, 2020 | Sep. 30, 2022 | Dec. 31, 2021 |
Description of Business (Textual) | |||
Reverse stock split | 1-for-20 | ||
Common stock, shares issued | 12,050,206 | 11,986,873 | |
Common stock, shares outstanding | 12,027,091 | 11,986,873 |
Liquidity (Details)
Liquidity (Details) | Sep. 30, 2022 USD ($) |
Liquidity [Line Items] | |
Total Backlog | $ 2,585,012 |
Within 1 year [Member] | |
Liquidity [Line Items] | |
Total Backlog | $ 2,585,012 |
Liquidity (Details Textual)
Liquidity (Details Textual) - USD ($) | 1 Months Ended | ||
Oct. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Liquidity (Textual) | |||
Cash and cash equivalents | $ 2,118,169 | $ 13,024,381 | |
Cash backlog | $ 2,585,012 | ||
Net proceeds of offering | $ 10,488,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 4,130,257 | $ 8,847,490 | $ 20,289,826 | $ 29,889,104 |
Total revenue by customer type, percentage | 100% | 100% | 100% | 100% |
Government Contract [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 74,052 | $ 39 | $ 2,257,193 | |
Total revenue by customer type, percentage | 1% | 8% | ||
Hotel [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 1,224,181 | $ 217,474 | $ 2,368,960 | $ 671,255 |
Total revenue by customer type, percentage | 30% | 2% | 13% | 2% |
Medical Construction [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ (35,021) | $ 459,072 | ||
Total revenue by customer type, percentage | 2% | |||
Multi-Family (includes Single Family) [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 79,721 | $ 86,034 | $ 102,069 | |
Total revenue by customer type, percentage | ||||
Office [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 1,468,338 | $ 151,453 | $ 6,178,856 | $ 586,914 |
Total revenue by customer type, percentage | 35% | 2% | 30% | 2% |
Retail [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 42,345 | $ 5,344 | $ 87,046 | |
Total revenue by customer type, percentage | ||||
Special Use [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 152,842 | $ 9,640 | $ 1,819,478 | |
Total revenue by customer type, percentage | 2% | 6% | ||
Subtotal [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 2,692,519 | $ 682,866 | $ 8,648,873 | $ 5,983,027 |
Total revenue by customer type, percentage | 65% | 8% | 43% | 20% |
Medical [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 1,437,738 | $ 8,164,624 | $ 11,640,953 | $ 23,906,077 |
Total revenue by customer type, percentage | 35% | 92% | 57% | 80% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | Sep. 30, 2022 USD ($) |
Accounting Policies [Abstract] | |
2022 | $ 40,382 |
2023 | 161,176 |
2024 | 160,469 |
2025 | 157,052 |
2026 | 139,717 |
Thereafter | 1,313,849 |
Total | $ 1,972,645 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Feb. 24, 2022 USD ($) Number | Oct. 01, 2021 shares | Oct. 01, 2021 shares | Oct. 09, 2019 shares | Sep. 30, 2021 shares | Jun. 24, 2021 USD ($) | Jun. 15, 2021 USD ($) | May 31, 2021 USD ($) | Sep. 23, 2020 shares | Aug. 27, 2020 shares | Jun. 05, 2019 shares | Oct. 26, 2016 shares | Sep. 30, 2022 USD ($) Customer | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) Customer | Jun. 30, 2021 USD ($) Customer | Mar. 31, 2021 USD ($) shares | Jun. 30, 2021 USD ($) Vendors Customer | Sep. 30, 2022 USD ($) Customer | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) Customer | Jul. 14, 2021 | May 10, 2021 USD ($) | |
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Net loss attributable to noncontrolling interests | $ (94,568) | $ 1,080,248 | $ 1,522,101 | $ 3,661,459 | ||||||||||||||||||||
Revenue related to other activities | $ 350,329 | |||||||||||||||||||||||
Inventories | 894,962 | $ 1,273,825 | $ 894,962 | $ 1,273,825 | ||||||||||||||||||||
Estimated useful lives | 5 years | |||||||||||||||||||||||
Intangible assets trademarks | 97,164 | $ 97,164 | ||||||||||||||||||||||
Accumulated amortization | 938,319 | $ 773,908 | $ 773,908 | 938,319 | ||||||||||||||||||||
Amortization expense | $ 39,243 | 41,823 | 30,589 | 30,589 | ||||||||||||||||||||
Short-term investment | 0 | $ 0 | 0 | |||||||||||||||||||||
Cash and cash equivalents | 2,118,169 | 13,024,381 | 2,118,169 | 13,024,381 | ||||||||||||||||||||
Repayments of Debt | 502,958 | |||||||||||||||||||||||
Revenue recognized | $ 3,000,000 | 600,000 | 11,640,000 | 22,950,000 | ||||||||||||||||||||
Investment in and advances to equity affiliates | 148,570 | 3,464,762 | ||||||||||||||||||||||
Accounts receivable balance | 306,143 | 306,143 | ||||||||||||||||||||||
Reimbursement from licensee for project costs | 102,217 | 102,217 | ||||||||||||||||||||||
Deferred contract costs | 203,926 | 203,926 | ||||||||||||||||||||||
General and administrative expenses | 939,044 | 975,761 | $ 2,515,877 | 3,006,561 | ||||||||||||||||||||
License consideration, description | In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s commercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”) | |||||||||||||||||||||||
Minimum royalty payments one year | $ 500,000 | |||||||||||||||||||||||
Minimum royalty payments two year | 750,000 | |||||||||||||||||||||||
Minimum royalty payments three year | 1,500,000 | |||||||||||||||||||||||
Minimum royalty payments four year | 2,000,000 | |||||||||||||||||||||||
Minimum royalty payments five year | $ 2,500,000 | |||||||||||||||||||||||
Description of restricted shares refusal agreement | the event that the Agreement was earlier terminated, CMC was entitled to receive the entire amount of such restricted stock that had vested as of such earlier termination date, but in no event less than 1,250 shares of such restricted stock. The Agreement also provided for customary indemnification and confidentiality obligations between the parties. The 2,500 shares of restricted stock of the Company's common stock has yet to be issued to CMC. | |||||||||||||||||||||||
Revenue recognized at point in time | 1,437,738 | 8,164,624 | 23,906,077 | $ 11,640,953 | ||||||||||||||||||||
Recognized over time | 2,692,519 | $ 682,866 | 5,983,027 | $ 8,648,873 | ||||||||||||||||||||
Restricted stock or options issued, shares | shares | 475,000 | 1,214,500 | 2,500 | 425,000 | 200,000 | 9,189 | 25,000 | |||||||||||||||||
Other income | 60,000 | |||||||||||||||||||||||
Redemption distributions | $ 1.25 | |||||||||||||||||||||||
No of operating cycles | one year | |||||||||||||||||||||||
Term of agreement | 2 years | |||||||||||||||||||||||
Total expected gross revenue | $ 16,900,000 | |||||||||||||||||||||||
Accumulated amortization related to deferred contract costs | 122,355 | $ 122,355 | ||||||||||||||||||||||
Original issue discount | 50% | 12% | ||||||||||||||||||||||
Common stock vest and be issued shares | shares | 1,250 | |||||||||||||||||||||||
Common stock remaining vest and be issued shares | shares | 1,250 | |||||||||||||||||||||||
License agreement, initial term | 5 years | |||||||||||||||||||||||
License agreement automatically renew term | 5 years | |||||||||||||||||||||||
Held for sale assets | 4,453,714 | $ 4,453,714 | ||||||||||||||||||||||
Capital investment | 500,000 | |||||||||||||||||||||||
Project development costs | $ 877,584 | |||||||||||||||||||||||
Project development costs, book value | 4,453,714 | |||||||||||||||||||||||
Escrow fund | 2,000,000 | 2,000,000 | ||||||||||||||||||||||
JDI-Cumberland Inlet, LLC [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Percentage of controlling interest | 10% | |||||||||||||||||||||||
Norman Berry II Owner LLC [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Revenue recognized | $ 114,433 | 135,238 | $ 600,000 | |||||||||||||||||||||
Percentage of controlling interest | 50% | |||||||||||||||||||||||
SGB Development Corp. [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Held for sale assets | $ 3,576,130 | |||||||||||||||||||||||
Proprietary Knowledge and Technology [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Intangible assets | 2,766,000 | $ 2,766,000 | ||||||||||||||||||||||
Intangible asset, useful life | 20 years | |||||||||||||||||||||||
Website [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Intangible assets | $ 47,800 | $ 47,800 | ||||||||||||||||||||||
Intangible asset, useful life | 5 years | |||||||||||||||||||||||
Moliving [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Capital investment | $ 500,000 | |||||||||||||||||||||||
Capital investment, ownership interest | 1.20% | |||||||||||||||||||||||
Number of units in real estate property | Number | 60 | |||||||||||||||||||||||
Number of additional units in real estate property | Number | 90 | |||||||||||||||||||||||
Original Agreement [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Concentration risk, percentage | 50% | |||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Operating Cycle | 6 months | 6 months | ||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Operating Cycle | 12 months | 12 months | ||||||||||||||||||||||
Computer and software [Member] | Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Estimated useful lives | 3 years | |||||||||||||||||||||||
Computer and software [Member] | Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Estimated useful lives | 5 years | |||||||||||||||||||||||
Equipment [Member] | Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Estimated useful lives | 5 years | |||||||||||||||||||||||
Equipment [Member] | Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Estimated useful lives | 29 years | |||||||||||||||||||||||
Automobiles [Member] | Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Estimated useful lives | 2 years | |||||||||||||||||||||||
Automobiles [Member] | Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Estimated useful lives | 5 years | |||||||||||||||||||||||
Building [Member] | Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Estimated useful lives | 5 years | |||||||||||||||||||||||
Building [Member] | Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Estimated useful lives | 7 years | |||||||||||||||||||||||
Furniture and other equipment [Member] | Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Estimated useful lives | 5 years | |||||||||||||||||||||||
Furniture and other equipment [Member] | Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Estimated useful lives | 7 years | |||||||||||||||||||||||
Construction Materials [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Inventories | $ 406,084 | 516,731 | $ 406,084 | 516,731 | ||||||||||||||||||||
Medical Equipment [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Inventories | $ 488,878 | $ 757,094 | 488,878 | $ 757,094 | ||||||||||||||||||||
Vendors [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Amortization expense | $ 124,053 | $ 122,587 | ||||||||||||||||||||||
Accounts receivable [Member] | Customer two [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Number of customers | Customer | 2 | |||||||||||||||||||||||
Concentration risk, percentage | 83% | |||||||||||||||||||||||
Accounts receivable [Member] | Customer four [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Number of customers | Customer | 4 | |||||||||||||||||||||||
Concentration risk, percentage | 78% | |||||||||||||||||||||||
Revenue [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Revenue recognized | $ 60,110 | |||||||||||||||||||||||
Revenue [Member] | Customer one [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Number of customers | Customer | 1 | |||||||||||||||||||||||
Concentration risk, percentage | 77% | |||||||||||||||||||||||
Revenue [Member] | Customer two [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Number of customers | Customer | 3 | 1 | 2 | |||||||||||||||||||||
Concentration risk, percentage | 93% | 90% | 88% | |||||||||||||||||||||
Cost of revenue [Member] | Vendors [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||||
Number of vendors | 2 | 3 | ||||||||||||||||||||||
Concentration risk, percentage | 68% | 54% |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Summary of accounts receivable | ||
Total gross receivables | $ 2,676,589 | $ 3,880,762 |
Less: allowance for doubtful accounts | (963,116) | (963,116) |
Total net receivables | 1,713,473 | 2,917,646 |
Construction services [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 1,986,502 | 2,293,187 |
Engineering services [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 11,794 | 86,388 |
Medical [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 2,675 | 679,446 |
Retainage receivable [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 543,416 | 635,049 |
Other receivable [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | $ 132,202 | $ 186,692 |
Accounts Receivable (Details Te
Accounts Receivable (Details Textual) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accounts Receivable (Textual) | |||
Allowances for doubtful accounts | $ (963,116) | $ (963,116) | |
Provision for doubtful accounts | $ 7,024 | $ 161,202 |
Contract Assets and Contract _3
Contract Assets and Contract Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Costs and estimated earnings on uncompleted contracts | ||
Costs incurred on uncompleted contracts | $ 7,072,572 | $ 4,272,425 |
Provision for loss on uncompleted contracts | 49,705 | 2,238,578 |
Estimated earnings to date on uncompleted contracts | (1,015,447) | (3,156,377) |
Gross contract assets | 6,106,830 | 3,354,626 |
Less: billings to date | (7,381,248) | (4,750,289) |
Net contract assets (liabilities), on uncompleted contracts | $ (1,274,418) | $ (1,395,663) |
Contract Assets and Contract _4
Contract Assets and Contract Liabilities (Details 1) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Costs and estimated earnings amounts on uncompleted contracts included in balance sheets | ||
Contract assets | $ 41,916 | |
Contract liabilities | (1,274,418) | (1,437,579) |
Net contract assets (liabilities) | $ (1,274,418) | $ (1,395,663) |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of company's equipment | ||
Property, plant and equipment | $ 5,607,258 | $ 7,249,222 |
Less: accumulated depreciation | (726,009) | (409,279) |
Property, plant and equipment, net | 4,881,249 | 6,839,943 |
Automobiles [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 4,638 | 4,638 |
Computer equipment and software [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 168,619 | 156,701 |
Furniture and other equipment [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 276,703 | 275,606 |
Leasehold Improvements [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 17,280 | 15,400 |
Equipment and machinery [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 1,237,172 | 1,219,056 |
Building held for leases [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 196,416 | 196,416 |
Laboratory and temporary units [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 1,364,748 | 1,362,760 |
Land [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 893,785 | 3,576,130 |
Construction in progress [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | $ 1,447,897 | $ 442,515 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, plant and equipment (Textual) | ||||
Depreciation expense | $ 106,271 | $ 96,462 | $ 317,249 | $ 294,860 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | 1 Months Ended | |||||
May 31, 2020 | Apr. 30, 2020 | Jan. 21, 2020 | Jun. 30, 2017 | Sep. 30, 2022 | Jul. 31, 2022 | |
Notes Receivable (Textual) | ||||||
Maturity date | May 05, 2025 | Jun. 21, 2023 | ||||
Company Note [Member] | ||||||
Notes Receivable (Textual) | ||||||
Advances in note receivable | $ 250,000 | |||||
Interest rate | 5% | |||||
Loaned amount | $ 250,000 | |||||
Principal amount | $ 100,000 | |||||
Galvin Note [Member] | ||||||
Notes Receivable (Textual) | ||||||
Principal amount | $ 100,000 | |||||
Notes Receivable [Member] | ||||||
Notes Receivable (Textual) | ||||||
Interest rate | 5% | |||||
Maturity date | Jul. 31, 2023 | Jul. 31, 2023 | ||||
Notes Receivable [Member] | Company Note [Member] | ||||||
Notes Receivable (Textual) | ||||||
Advances in note receivable | $ 400,000 | |||||
Loaned amount | 400,000 | |||||
Notes Receivable [Member] | Galvin Note [Member] | ||||||
Notes Receivable (Textual) | ||||||
Advances in note receivable | 100,000 | |||||
Loaned amount | $ 100,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 14, 2021 | Oct. 29, 2021 | May 31, 2020 | Jun. 30, 2017 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 09, 2019 | |
Note Payable (Textual) | ||||||||
Principal amount | $ 2,000,000 | |||||||
Interest rate | 12% | 50% | ||||||
Maturity date | May 05, 2025 | Jun. 21, 2023 | ||||||
Net loan proceeds | $ 1,948,234 | |||||||
Capitalized in interest charges | $ 0 | $ 20,000 | ||||||
Prepayment penalty due, percentage | 0.50% | |||||||
Short-term note term | 1 year | |||||||
Value of renovation improvements | $ 750,000 | |||||||
Principal amount of promissory note | $ 750,000 | |||||||
Short term debt interest charges | $ 112,348 | |||||||
Short-term Debt | $ 0 | |||||||
Debt issuance costs, net | 4,134 | $ 23,726 | ||||||
Proceeds from short-term note payable | $ 500,000 |
Leases (Details)
Leases (Details) | Sep. 30, 2022 USD ($) |
Operating Leases | |
Right of use assets, net | $ 2,637,546 |
Current liabilities | 457,804 |
Non-current liabilities | 2,195,438 |
Total operating lease liabilities | 2,653,242 |
Finance Leases | |
Right of use assets | 17,696 |
Current liabilities | 16,571 |
Non-current liabilities | |
Total finance lease liabilities | $ 16,571 |
Weighted Average Remaining Lease Term | |
Operating leases | 7 years 29 days |
Finance leases | 10 months 9 days |
Weighted Average Discount Rate | |
Operating leases | 3% |
Finance leases | 3% |
Leases (Details 1)
Leases (Details 1) | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 | $ 140,315 |
2023 | 537,478 |
2024 | 523,722 |
2025 | 446,349 |
2026 | 207,379 |
Thereafter | 1,119,903 |
Total lease payments | 2,975,146 |
Less: Imputed interest | 305,333 |
Present value of lease liabilities | 2,669,813 |
Operating | |
2022 | 135,275 |
2023 | 525,718 |
2024 | 523,722 |
2025 | 446,349 |
2026 | 207,379 |
Thereafter | 1,119,903 |
Total lease payments | 2,958,346 |
Less: Imputed interest | 305,104 |
Present value of lease liabilities | 2,653,242 |
Financing | |
2022 | 5,040 |
2023 | 11,760 |
2024 | |
2025 | |
2026 | |
Thereafter | |
Total lease payments | 16,800 |
Less: Imputed interest | 229 |
Present value of lease liabilities | $ 16,571 |
Leases (Details Textual)
Leases (Details Textual) | 9 Months Ended |
Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | |
Sublease term | 1 year |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
CAT lease term | 1 year |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
CAT lease term | 10 years |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Non-employees [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 884,344 | |
Non-director [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 36,436 | |
Restricted Stock Units [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 757,450 | 126,890 |
Stock options [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 36,436 | |
Warrants [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 2,025,520 |
Construction Backlog (Details)
Construction Backlog (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Construction Backlog [Abstract] | ||
Balance - beginning of period | $ 3,217,909 | $ 25,117,461 |
New contracts and change orders during the period | 8,112,884 | 3,191,335 |
Adjustments and cancellations, net | (96,908) | (18,297,197) |
Subtotal | 11,233,885 | 10,011,599 |
Less: contract revenue earned during the period | (8,648,873) | (6,793,690) |
Balance - end of period | $ 2,585,012 | $ 3,217,909 |
Construction Backlog (Details 1
Construction Backlog (Details 1) | Sep. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | $ 2,585,012 |
Within 1 year [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | 2,585,012 |
1 to 2 years [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog |
Construction Backlog (Details T
Construction Backlog (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 USD ($) Number | Sep. 30, 2021 USD ($) Number | Sep. 30, 2021 USD ($) Number | Dec. 31, 2021 USD ($) Number Item | Sep. 30, 2022 USD ($) | |
Construction Backlog (Textual) | |||||
Total Backlog | $ 2,585,012 | ||||
Construction backlog contract amount | $ 780,000 | $ 870,000 | $ 1.3 | ||
Number of large contracts | Number | 1 | 1 | 1 | ||
Contract backlog, description | two contracts entered into during the third quarter of 2020 in the amount of approximately $4 million and approximately $2.95 million | ||||
Cancellation of construction backlog contract amount | $ 16,900,000 | $ 1,300,000 | |||
Number of large contracts cancelled partially | Number | 1 | 1 | 1 | 1 | |
Exclusive License Agreement [Member] | |||||
Construction Backlog (Textual) | |||||
Number of large contracts | Item | 3 | ||||
Contract One [Member] | Exclusive License Agreement [Member] | |||||
Construction Backlog (Textual) | |||||
Construction backlog contract amount | $ 2,700,000 | ||||
Contract Two [Member] | Exclusive License Agreement [Member] | |||||
Construction Backlog (Textual) | |||||
Construction backlog contract amount | 800,000 | ||||
Contract Three [Member] | Exclusive License Agreement [Member] | |||||
Construction Backlog (Textual) | |||||
Construction backlog contract amount | $ 700,000 | ||||
Atco Structures and Logistics Inc [Member] | |||||
Construction Backlog (Textual) | |||||
Total Backlog | $ 5,954,950 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | ||||||||
Oct. 25, 2021 | Apr. 19, 2019 | Aug. 31, 2019 | Oct. 26, 2016 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Jun. 05, 2019 | Jun. 04, 2019 | |
Stockholders' Equity (Textual) | |||||||||
Issuance of Successor common stock, shares | 45,000 | 3,625,000 | |||||||
Common stock, per share | $ 17 | ||||||||
Debt issuance costs, net | $ 4,134 | $ 23,726 | |||||||
Gross proceeds | $ 11,550,000 | ||||||||
Offering expenses | $ 10,500,000 | ||||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 300,000,000 | |||||
Exercise period | 5 years | ||||||||
Pre-Funded Warrant Shares [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Issued warrants | 2,189,384 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.001 | ||||||||
Series A Warrants [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Issued warrants | 1,898,630 | ||||||||
Common Stock Warrants [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.8 | ||||||||
Exercise period | 5 years | ||||||||
Purchase Agreement [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Issuance of Successor common stock, shares | 42,388 | ||||||||
Common stock, per share | $ 22 | ||||||||
Issuance costs of offering | $ 379,816 | ||||||||
Warrants to purchase of common stock | 4,239 | ||||||||
IPO [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Issuance of Successor common stock, shares | 2,250 | ||||||||
Common Stock Issued Under Underwriting Agreement [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Issuance costs of offering | $ 181,695 | ||||||||
Private Placement [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Percentage of gross proceeds from placement cash free | 7% | ||||||||
Percentage of non-accountable expense allowance of gross proceeds from placement | 0.50% | ||||||||
Reimbursed placement agent’s expenses | $ 50,000 | ||||||||
Common Stock [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Issuance of Successor common stock, shares | 975,000 | ||||||||
Common stock, per share | $ 0.01 |
Segments and Disaggregated Re_3
Segments and Disaggregated Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segments and Disaggregated Revenue | |||||
Revenue | $ 4,130,257 | $ 8,847,490 | $ 20,289,826 | $ 29,889,104 | |
Cost of revenue | 4,295,431 | 9,454,311 | 17,196,605 | 27,797,993 | |
Operating expenses | 2,337,012 | 2,119,787 | 6,504,371 | 5,903,243 | |
Operating loss | (2,502,186) | (2,726,608) | (3,411,150) | (3,812,132) | |
Other income (expense) | (45,965) | (24,049) | 347,131 | 67,550 | |
Loss before income taxes | (2,548,151) | (2,750,657) | (3,064,019) | (3,744,582) | |
Net income attributable to non-controlling interest | 94,568 | (1,080,248) | (1,522,101) | (3,661,459) | |
Net loss attributable to common stockholders of SG Blocks, Inc. | (2,453,583) | (3,830,905) | (4,586,120) | (7,406,041) | |
Total assets | 28,956,916 | 28,956,916 | $ 34,924,018 | ||
Capital expenditures | 1,996,200 | 4,806,294 | |||
Operating Segments [Member] | |||||
Segments and Disaggregated Revenue | |||||
Revenue | 4,130,257 | 8,847,490 | 20,289,826 | 29,889,104 | |
Cost of revenue | 4,295,431 | 9,454,311 | 17,196,605 | 27,797,993 | |
Operating expenses | 2,337,012 | 2,119,787 | 6,504,371 | 5,903,243 | |
Operating loss | (2,502,186) | (2,726,608) | (3,411,150) | (3,812,132) | |
Other income (expense) | (45,965) | (24,049) | 347,131 | 67,550 | |
Loss before income taxes | (2,548,151) | (2,750,657) | (3,064,019) | (3,744,582) | |
Net income attributable to non-controlling interest | (94,568) | 1,080,248 | 1,522,101 | (3,661,459) | |
Net loss attributable to common stockholders of SG Blocks, Inc. | (2,453,583) | (3,830,905) | (4,586,120) | (7,406,041) | |
Total assets | 28,956,916 | 28,956,916 | |||
Depreciation and amortization | 157,868 | 145,515 | 469,286 | 449,501 | |
Capital expenditures | 244,201 | 1,996,200 | |||
Operating Segments [Member] | Construction [Member] | |||||
Segments and Disaggregated Revenue | |||||
Revenue | 2,692,519 | 682,866 | 8,648,873 | 5,983,027 | |
Cost of revenue | 2,693,451 | 3,139,213 | 8,689,924 | 10,469,990 | |
Operating expenses | 192,266 | 81,258 | 399,911 | 295,392 | |
Operating loss | (193,198) | (2,537,605) | (440,962) | (4,782,355) | |
Other income (expense) | (3,563) | (35,499) | 487,339 | (35,167) | |
Loss before income taxes | (196,761) | (2,573,104) | 46,377 | (4,817,522) | |
Net income attributable to non-controlling interest | |||||
Net loss attributable to common stockholders of SG Blocks, Inc. | (196,761) | (2,573,104) | 46,377 | (4,817,522) | |
Total assets | 11,442,445 | 11,442,445 | |||
Depreciation and amortization | 142,301 | 129,785 | 429,056 | 406,371 | |
Capital expenditures | 244,201 | 1,094,222 | |||
Operating Segments [Member] | Medical [Member] | |||||
Segments and Disaggregated Revenue | |||||
Revenue | 1,437,738 | 8,164,624 | 11,640,953 | 23,906,077 | |
Cost of revenue | 1,601,980 | 6,315,098 | 8,506,681 | 17,328,003 | |
Operating expenses | 25,271 | 145,117 | 52,336 | 515,184 | |
Operating loss | (189,513) | 1,704,409 | 3,081,936 | 6,062,890 | |
Other income (expense) | (13) | ||||
Loss before income taxes | (189,513) | 1,704,396 | 3,081,936 | 6,062,890 | |
Net income attributable to non-controlling interest | (94,568) | 1,080,248 | 1,522,101 | (3,661,459) | |
Net loss attributable to common stockholders of SG Blocks, Inc. | (94,945) | 624,148 | 1,559,835 | 2,401,431 | |
Total assets | 2,191,019 | 2,191,019 | |||
Depreciation and amortization | 13,410 | 15,730 | 40,230 | 42,335 | |
Capital expenditures | |||||
Operating Segments [Member] | Development [Member] | |||||
Segments and Disaggregated Revenue | |||||
Revenue | |||||
Cost of revenue | |||||
Operating expenses | 281,302 | 8,949 | 879,158 | 62,851 | |
Operating loss | (281,302) | (8,949) | (879,158) | (62,851) | |
Other income (expense) | (52,157) | (173,726) | |||
Loss before income taxes | (333,459) | (8,949) | (1,052,884) | (62,851) | |
Net income attributable to non-controlling interest | |||||
Net loss attributable to common stockholders of SG Blocks, Inc. | (333,459) | (8,949) | (1,052,884) | (62,851) | |
Total assets | 8,947,444 | 8,947,444 | |||
Depreciation and amortization | 2,157 | ||||
Capital expenditures | 893,785 | ||||
Operating Segments [Member] | Corporate and support [Member] | |||||
Segments and Disaggregated Revenue | |||||
Revenue | |||||
Cost of revenue | |||||
Operating expenses | 1,838,173 | 1,884,463 | 5,172,966 | 5,029,816 | |
Operating loss | (1,838,173) | (1,884,463) | (5,172,966) | (5,029,816) | |
Other income (expense) | 9,755 | 11,463 | 33,518 | 102,717 | |
Loss before income taxes | (1,828,418) | (1,873,000) | (5,139,448) | (4,927,099) | |
Net income attributable to non-controlling interest | |||||
Net loss attributable to common stockholders of SG Blocks, Inc. | (1,828,418) | (1,873,000) | (5,139,448) | (4,927,099) | |
Total assets | 6,376,008 | 6,376,008 | |||
Depreciation and amortization | $ 795 | ||||
Capital expenditures | $ 8,193 |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2021 | May 31, 2020 | Aug. 31, 2019 | Apr. 30, 2019 | Jun. 30, 2017 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 01, 2021 | |
Warrants (Textual) | ||||||||
Aggregate purchase warrants | 1,898,630 | 300,000 | 4,313 | |||||
Common stock exercise price | $ 4.8 | $ 3.14 | $ 125 | $ 1.77 | $ 3.38 | |||
Fair value of warrants | $ 63,796 | |||||||
Maturity date | May 05, 2025 | Jun. 21, 2023 | ||||||
Proceeds from received conversion of exercised warrants | $ 707,188 | |||||||
Warrants, Term | 5 years | |||||||
October 29, 2019 and expire October 29, 2024 [Member] | ||||||||
Warrants (Textual) | ||||||||
Aggregate purchase warrants | 42,388 | |||||||
Common stock exercise price | $ 27.5 | |||||||
Maturity date | Oct. 29, 2024 | |||||||
October 29, 2019 and expire April 24, 2024 [Member] | ||||||||
Warrants (Textual) | ||||||||
Aggregate purchase warrants | 4,239 | |||||||
Common stock exercise price | $ 27.5 | |||||||
Maturity date | Apr. 24, 2024 | |||||||
February 1, 2020 and expire August 29, 2024 [Member] | ||||||||
Warrants (Textual) | ||||||||
Aggregate purchase warrants | 2,250 | |||||||
Common stock exercise price | $ 21.25 | |||||||
Maturity date | Aug. 29, 2024 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-Based Compensation Expense | ||||
Total | $ 594,694 | $ 246,236 | $ 1,874,857 | $ 778,657 |
Share-based Payment Arrangement [Member] | ||||
Stock-Based Compensation Expense | ||||
Total | 594,694 | 246,236 | 1,874,857 | 778,657 |
Share-based Payment Arrangement [Member] | Stock options [Member] | ||||
Stock-Based Compensation Expense | ||||
Total | 2,666 | |||
Share-based Payment Arrangement [Member] | Restricted Stock Units [Member] | ||||
Stock-Based Compensation Expense | ||||
Total | 594,694 | 246,236 | 1,874,857 | 775,991 |
Share-based Payment Arrangement [Member] | Payroll and related expenses [Member] | ||||
Stock-Based Compensation Expense | ||||
Total | $ 594,694 | $ 246,236 | $ 1,874,857 | $ 778,657 |
Share-based Compensation (Det_2
Share-based Compensation (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Shares Outstanding, Beginning balance | 36,436 | |
Shares, Granted | ||
Shares, Exercised | ||
Shares, Cancelled | ||
Shares Outstanding, Ending balance | 36,436 | 36,436 |
Shares, Exercisable | 36,436 | 36,436 |
Weighted Average Fair Value Per Share, Outstanding, Beginning balance | $ 24.8 | |
Weighted Average Fair Value Per Share, Granted | ||
Weighted Average Fair Value Per Share, Exercised | ||
Weighted Average Fair Value Per Share, Cancelled | ||
Weighted Average Fair Value Per Share, Outstanding, Ending balance | 24.8 | $ 24.8 |
Weighted Average Fair Value Per Share, Exercisable | 24.8 | 24.8 |
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | 78.71 | |
Weighted Average Exercise Price Per Share, Granted | ||
Weighted Average Exercise Price Per Share, Exercised | ||
Weighted Average Exercise Price Per Share, Cancelled | ||
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | 78.71 | 78.71 |
Weighted Average Exercise Price Per Share, Exercisable | $ 78.71 | $ 78.71 |
Weighted Average Remaining Terms (in years), Outstanding, Beginning balance | 4 years 7 months 2 days | 5 years 4 months 2 days |
Weighted Average Remaining Terms (in years), Outstanding, Ending balance | 4 years 7 months 2 days | |
Weighted Average Remaining Terms (in years), Exercisable | 5 years 4 months 2 days | |
Aggregate Intrinsic Value, Outstanding, Beginning balance | ||
Aggregate Intrinsic Value, Outstanding, Ending balance | ||
Aggregate Intrinsic Value, Exercisable |
Share-based Compensation (Det_3
Share-based Compensation (Details 2) | 9 Months Ended |
Sep. 30, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Shares, Non-vested beginning | 1,274,137 |
Number of Shares, Granted | |
Vested | (634,678) |
Forfeited/Expired | (90,689) |
Number of Shares, Non-vested ending | 548,770 |
Share-based Compensation (Det_4
Share-based Compensation (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||||||||||
Dec. 07, 2021 Director $ / shares shares | Oct. 01, 2021 USD ($) Director Employee Consultants $ / shares shares | Oct. 01, 2021 Employee Consultants $ / shares shares | Dec. 09, 2020 $ / shares shares | Nov. 11, 2020 $ / shares shares | Apr. 14, 2020 | Oct. 09, 2019 shares | Jan. 15, 2019 | Sep. 23, 2020 Employee Consultants $ / shares shares | Aug. 27, 2020 shares | Aug. 31, 2019 shares | Jun. 05, 2019 $ / shares shares | Mar. 22, 2019 Consultants $ / shares shares | Feb. 26, 2019 Employee | Oct. 26, 2016 shares | Sep. 30, 2022 USD ($) Consultants $ / shares shares | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Consultants $ / shares shares | Sep. 30, 2021 USD ($) | Oct. 31, 2021 $ / shares | May 31, 2020 $ / shares | Jun. 30, 2017 $ / shares | |
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Stock-based compensation | $ | $ 1,874,857 | $ 778,657 | |||||||||||||||||||||
Restricted stock or options issued, shares | 475,000 | 1,214,500 | 2,500 | 425,000 | 200,000 | 9,189 | 25,000 | ||||||||||||||||
Common stock available for issuance, shares | 1,343,377 | 1,343,377 | |||||||||||||||||||||
Recognized stock-based compensation expense | $ | $ 0 | $ 0 | $ 0 | 2,666 | |||||||||||||||||||
Unrecognized compensation costs | $ | |||||||||||||||||||||||
Average share price | $ / shares | $ 3.38 | $ 3.38 | $ 1.77 | $ 1.77 | $ 4.8 | $ 3.14 | $ 125 | ||||||||||||||||
Shares, Granted | |||||||||||||||||||||||
Options vested, description | the Company's common stock on September 23, 2020. Restricted stock units granted to Mr. Armstrong, Mr. Sheeran, and an aggregate of seven employees and one consultant of 50,000, 75,000 and an aggregate of 300,000, respectively, and 1/3 will vest on September 23, 2020, 1/3 on the one year anniversary of the grant date and 1/3 on the two year anniversary of the grant date. The fair value of these units upon issuance amounted to $769,250. | the Company’s common stock for the ten trading days immediately preceding and including the grant date. Restricted stock units granted to directors on June 5, 2019 vest on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the annual meeting of the Company’s stockholders that occurs in the year immediately following the date of the grant; and are payable six months after the termination of the director from the Board or death or disability. | |||||||||||||||||||||
Unrecognized compensation costs | $ | $ 750,430 | ||||||||||||||||||||||
Number of consultants | Consultants | 1 | 1 | |||||||||||||||||||||
Award granted (in shares) | |||||||||||||||||||||||
Fair value of award (in dollars per share) | $ / shares | $ 1.81 | $ 16.4 | |||||||||||||||||||||
Description of restricted stock units granted | a total of 526 of restricted stock units were granted to two of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $58.80 and $55.20 per share, respectively, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date as adjusted for stock splits. | a total of 526 of restricted stock units were granted to two of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $58.80 and $55.20 per share, respectively, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date as adjusted for stock splits. | Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, and an aggregate of six employees and one consultant of 6,139, 772, 5,729 and an aggregate of 3,063, respectively, vest in installments over either a one-year, two-year, three-year and four-year period and will fully vest by the end of December 31, 2022. The fair value of these units upon issuance amounted to $847,957. | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 45,000 | 3,625,000 | |||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Stock-based compensation | $ | $ 594,694 | $ 246,236 | $ 1,874,857 | $ 775,991 | |||||||||||||||||||
Vesting Period | 2 years | ||||||||||||||||||||||
Number of employees | Employee | 13 | 13 | 7 | ||||||||||||||||||||
Number of consultants | Consultants | 3 | 3 | 2 | 2 | |||||||||||||||||||
Mr. Galvin [Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Restricted stock or options issued, shares | 350,000 | 372,000 | 15,703 | ||||||||||||||||||||
Options vested, description | the Company's common stock on December 9, 2020. Restricted stock units granted to Mr. Galvin will vest 1/2 on December 9, 2020 and 1/2 on the first year anniversary of the grant date. The fair value of these units upon issuance amounted to $1,220,160. | ||||||||||||||||||||||
Number of employees | Employee | 6 | ||||||||||||||||||||||
Fair value of award (in dollars per share) | $ / shares | $ 3.28 | $ 54 | |||||||||||||||||||||
Stevan Armstrong [Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Restricted stock or options issued, shares | 40,000 | ||||||||||||||||||||||
Employees [Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Description of restricted stock units granted | a total of 35,331 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, five employees and two consultants of the Company, under the Company's stock-based compensation plan, at the fair value of $4.76 per share, which represents the closing price of the Company's common stock on April 14, 2020. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of five employees and one consultant of 11,331, 1,000, 3,000 and an aggregate of 8,000, respectively, will vest in full on the first anniversary of the vesting commencement date and one consultant received 12,000 restricted stock units that vested immediately on April 15, 2020. The fair value of these units upon issuance amounted to $168,176. | ||||||||||||||||||||||
Non-employee director [Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Restricted stock or options issued, shares | 59,170 | 46,826 | |||||||||||||||||||||
Average share price | $ / shares | $ 3.38 | $ 3.38 | |||||||||||||||||||||
Options vested, description | The restricted stock units granted on November 11, 2020 will vest 1/2 on November 11, 2020 and 1/2 on the one year anniversary of the grant date, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $111,920. | ||||||||||||||||||||||
Fair value of award (in dollars per share) | $ / shares | $ 2.39 | ||||||||||||||||||||||
Description of restricted stock units granted | a total of 12,000 of restricted stock units were granted to three of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $4.76 per share, which represents the closing price of the Company’s common stock on April 14, 2020. The restricted stock units granted on April 14, 2020 will fully vest on April 14, 2021, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $57,120. | ||||||||||||||||||||||
Gerald Sheeran Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Restricted stock or options issued, shares | 100,000 | ||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Restricted stock or options issued, shares | 12,000 | ||||||||||||||||||||||
Consultant [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Number of consultants | Consultants | 1 | 1 | |||||||||||||||||||||
Rogers [Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Restricted stock or options issued, shares | 37,500 | ||||||||||||||||||||||
Rogers [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Shares, Granted | 200,000 | ||||||||||||||||||||||
Vesting Period | 2 years | ||||||||||||||||||||||
Fair value of restricted units | $ | $ 4,105,010 | ||||||||||||||||||||||
Non-employee advisory directors [Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Restricted stock or options issued, shares | 62,500 | ||||||||||||||||||||||
Average share price | $ / shares | $ 2.36 | ||||||||||||||||||||||
Non-employee advisory directors [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Vesting Period | 1 year | 1 year | |||||||||||||||||||||
Number of Directors | Director | 5 | 5 | |||||||||||||||||||||
Stock-Based Option [Member] | |||||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||||
Stock-based compensation | $ | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | ||||||||||
Apr. 14, 2021 shares | Apr. 13, 2020 Number | Feb. 11, 2020 USD ($) | Jun. 21, 2019 USD ($) | Jan. 01, 2019 USD ($) | Sep. 12, 2018 USD ($) | Apr. 30, 2021 | Jan. 31, 2020 USD ($) | Jul. 05, 2022 USD ($) | Jul. 26, 2021 USD ($) | Jun. 15, 2020 USD ($) | |
Other Commitments [Line Items] | |||||||||||
Damages value | $ 2,861,401.66 | $ 2,100,000 | $ 761,401.66 | ||||||||
Recovery of damages | $ 67,125.83 | ||||||||||
Description of commitments | provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Stock Incentive Plan. All other terms of the employment agreement remain in full force and effect. | ||||||||||
Unpaid wages | $ 30,428.71 | $ 372,638 | |||||||||
Severance | $ 300,000 | $ 300,000 | |||||||||
Number of units received | shares | 2,000,000 | ||||||||||
Payment of annual salary | $ 500,000 | ||||||||||
Osang Healthcare Company Ltd [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Description of commitments | The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices. | ||||||||||
HOLA Defendants | |||||||||||
Other Commitments [Line Items] | |||||||||||
Loss Contingency, New Claims Filed, Number | Number | 7 |
Subsequent Event (Details)
Subsequent Event (Details) | Jul. 05, 2022 USD ($) |
Subsequent Events | |
Payment of annual salary | $ 500,000 |